Remember how back in January 2009 Genzyme bought 3 million shares of EXAS for $2, which represented a 127% premium (the stock was then trading at .88)? Part of that deal included the setting up of a joint advisory committee, with suggestions of an ongoing collaborative relationship, with EXAS benefiting from Genzyme's regulatory expertise and potentially their distribution network. I'm wondering if anything remains of all that. Of course Exact retains certain financial rights related to any products or licensing deals that may issue from the IP which they sold to Genzyme.
Purpose of Transaction
The information set forth and/or incorporated by reference in Item 3 is hereby incorporated by reference into this Item 4. The purpose of the Purchase described in Item 3 is for investment purposes and the Purchase was made in the ordinary course of business and was not made for the purpose of acquiring control of the Issuer. The purpose of entering into the CLP Agreement was to acquire certain intellectual property from the Issuer and was made in the ordinary course of business and was not made for the purpose of acquiring control of the Issuer. However, based on the transfer of certain intellectual property assets from the Issuer to Genzyme under the CLP Agreement, a material amount of assets of the Issuer could be deemed to be transferred to Genzyme.
Except to the extent the foregoing may be deemed a plan or proposal, Genzyme has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Genzyme may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.
It wasn't just a collaboration. In the words of the original filing it was a
"On January 27, 2009 (the “ Effective Date ”), Genzyme and the Issuer entered into a Common Stock Subscription Agreement (the “ Stock Subscription Agreement ”) pursuant to which the Issuer issued and sold to Genzyme 3,000,000 Common Shares for an aggregate purchase price of $6,000,000. The source of the funds for the purchase of the shares (the “ Purchase ”) was the working capital of Genzyme.
As an inducement to enter into the Stock Subscription Agreement, and in consideration thereof, Genzyme and the Issuer entered into a Collaboration, License and Purchase Agreement (the “ CLP Agreement ”), dated as of the Effective Date. Pursuant to the terms and conditions of the CLP Agreement, the Issuer, among other things, assigned to Genzyme its intellectual property applicable to the fields of reproductive and prenatal health and granted Genzyme licenses to all of the Issuer’s remaining intellectual property in the fields outside of colorectal cancer detection and stool-based disease detection. Under the CLP Agreement, Genzyme granted the Issuer a license to the transferred intellectual property for stool-based detection of any disease and colorectal cancer detection. The parties also granted to each other licenses to both (a) improvements made by either party in the transferred intellectual property and (b) intellectual property jointly developed through collaboration, each in the fields of colorectal cancer detection and stool-based disease detection (in the case of the Issuer as licensee) and all other fields (in the case of Genzyme as licensee). Under the CLP Agreement, the Issuer granted to Genzyme an option to obtain a license to certain technology that the Issuer may develop or acquire that has applicability in the field of reproductive and prenatal health. Finally, under the CLP Agreement, Genzyme and the Issuer will establish a joint advisory committee to assist both parties in the achievement of product development and regulatory goals.
As an inducement to enter into the CLP Agreement, on the Effective Date (a) the Issuer assigned to Genzyme its rights under the License Agreement between the Issuer and The Johns Hopkins University, dated as March 25, 2003, as amended (the “ JHU Amendment ”), and (b) the Issuer and Genzyme entered into an Amended and Restated License Agreement, which relates to, among other things, a license by Genzyme to the Issuer to use technology related to certain genes, specifically APC and p53 (the “ Restated License ”).
A copy of the Stock Subscription Agreement is attached as Exhibit 1 to this Schedule 13D. References to, and descriptions of, the Stock Subscription Agreement as set forth above in this Item 3 are qualified in their entirety by reference to the copy of the Stock Subscription Agreement included as Exhibit 1 to this Schedule 13D and which is incorporated herein in its entirety by this reference. The information set forth and/or incorporated by reference in Item 6 is hereby incorporated by reference into this Item 3.