Chimerix Announces Sale of TEMBEXA to Emergent BioSolutions for $337.5 Million plus Royalties

DURHAM, N.C., May 16, 2022 (GLOBE NEWSWIRE) — Chimerix (NASDAQ:CMRX) a biopharmaceutical company whose mission it is to develop medicines that meaningfully improve and extend the lives of patients facing deadly diseases, today announces it has entered into a definitive agreement with Emergent BioSolutions Inc. to acquire its exclusive worldwide rights to brincidofovir, including TEMBEXA. TEMBEXA is a medical countermeasure for smallpox approved by the U.S. Food and Drug Administration (FDA) in June 2021.

“Emergent is an ideal partner to maximize the long-term potential of TEMBEXA to ensure pandemic preparedness in the event of a smallpox recurrence,” said Mike Sherman, Chief Executive Officer of Chimerix. “This transaction significantly enhances Chimerix’s balance sheet and allows us to focus and invest in our development pipeline. We also continue to participate in the longer-term economics of TEMBEXA through US milestones and double-digit royalties from US and international revenues.”

Terms of the agreement with Emergent anticipate a TEMBEXA procurement contract with Biomedical Advanced Research and Development Authority (BARDA). Chimerix is currently in negotiations with BARDA for a procurement contract relating to TEMBEXA and will continue to lead the process through its conclusion.

Under the terms of the agreement with Emergent, Chimerix will receive $225 million upon closing of the transaction plus up to $100 million in up to four $25 million milestone payments. Each milestone payment is contingent upon the exercise of future BARDA procurement options of TEMBEXA following the base period. The closing payment and the milestone payments may be adjusted based on actual procurement value. Chimerix is also eligible to receive up to $12.5 million in regulatory milestones associated with the SymBio Pharmaceuticals Ltd. brincidofovir partnership to be assumed by Emergent.

Chimerix may also earn a 20% royalty on future gross profit of TEMBEXA in the United States associated with volumes above 1.7 million treatment courses of therapy during the exclusivity period of TEMBEXA. Outside of the United States, the agreement also allows Chimerix to earn a 15% royalty on all gross profit associated with TEMBEXA sales during the exclusivity period of TEMBEXA on a market-to-market basis.

Closing Conditions

The respective obligations of Chimerix and Emergent to consummate the transactions contemplated by the definitive agreement are subject to the satisfaction or waiver of customary conditions, including the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act).

Additional closing conditions include the execution of an anticipated procurement contract between BARDA and Chimerix as well as receipt of any required consent from BARDA to a pre-novation agreement to be entered into with Emergent. Subject to the satisfaction or waiver of the closing conditions, the companies expect the transaction may close as early as the second quarter of 2022.

Centerview Partners LLC acted as financial advisor and Cooley LLP acted as legal counsel to Chimerix.

In June 2021, the FDA approved TEMBEXA tablets and oral suspension for the treatment of smallpox. TEMBEXA is approved for adult and pediatric patients and is the first and only smallpox therapy approved for neonates. The oral suspension formulation is particularly important for patients who have difficulty swallowing due to age or medical status.

About Chimerix

Chimerix is a biopharmaceutical company with a mission to develop medicines that meaningfully improve and extend the lives of patients facing deadly diseases. The Company’s most advanced clinical-stage program, ONC201, is in development for H3 K27M-mutant glioma.