NautaDutilh also advised on an exclusive option agreement between VarmX shareholders and CSL This agreement sets out the terms for a potential acquisition of all shares, depending on Phase 3 data.
Strategic collaboration to develop VMX-C001
VMX-C001 is a novel treatment to help restore blood coagulation in patients requiring urgent surgery or experiencing severe bleeding while on FXa DOACs. Under the terms of the strategic collaboration agreement, CSL will fully fund VarmX’s global Phase 3 EquilibriX-S trial evaluating VMX-C001 in patients taking FXa DOACs who require urgent surgery. CSL will also fully fund and support VarmX in late-stage product development, manufacturing and pre-launch commercial and medical affairs activities.
Option terms and financial milestones
CSL will make an upfront payment to VarmX shareholders of USD 117 million upon closing of the transaction for an exclusive option to acquire the company. CSL will have the right to exercise the option upon Phase 3 data. Subject to the achievement of certain milestones, following the exercise of the option and customary regulatory clearances, VarmX shareholders will receive a further USD 388 million in acquisition and additional payments up to the commercial launch of VMX-C001 and up to USD 1.7 billion in sales-based success milestones thereafter.
The NautaDutilh team was led by partners Ruud Smits and Rebecca Pinto, with invaluable support from Annefleur van Oel, Joost Kloosterman, Rosa Jelsma, Godelieve Verburg and Yassin el Marchouhi (all Corporate M&A), Mike Koudenburg (both Corporate Notarial), Thijs van Aerde (IP), Victorine Dijkstra and Fleur Terlouw (both Competition).
