Compugen Ltd. ( NASDAQ: CGEN) announced today the signing of a termination and equity conversion agreement with Baize Investments (Israel) Ltd. ("Baize"), pursuant to which the Company has reacquired Baize’s participation rights for certain Pipeline Program candidates. In addition, a warrant to purchase 500,000 Compugen ordinary shares at $7.50 per share previously issued to Baize has been cancelled.
In consideration thereof, Compugen will issue to Baize 1,600,000 ordinary shares, and Baize will have the right to receive up to 5% of the cash consideration received by the Company from third parties with respect to Pipeline Program candidates covered by the prior agreement until December 31, 2015. Under the previous agreements, pursuant to which Baize had invested a total of $13 million, Baize had the right to receive 10% of such cash consideration until June 30, 2015, and thereafter 10% for five selected Pipeline Program candidates until December 31, 2030.
Dr. Anat Cohen-Dayag, Compugen’s President and CEO, stated, "The past investments by Baize were instrumental in allowing us to accelerate, at a critical time for our company, the R&D efforts with respect to our Pipeline Program, particularly in the area of therapeutic mAb generation against Compugen-discovered targets for cancer immunotherapy. In view of the potential of the specific product candidates that were included in the Baize agreement, we believe that eliminating Baize’s long-term financial interest in such product candidates through this exchange to equity is in the best interests of Compugen and its shareholders. Moreover, in view of the fact that Compugen now has a diversified early stage pipeline with many more candidates than those subject to Baize’s participation rights, this new agreement will allow Baize to benefit, along with all other Compugen shareholders, in all of our potential future successes.”
Murray Goldman, President of Baize, stated, “I am very pleased that Baize was given the opportunity to financially support Compugen’s past development as it began to focus its unique discovery capabilities toward important areas of unmet medical need. Now, as Compugen advances multiple product candidates, in addition to the specific candidates for which Baize previously had a financial interest, I look forward to participating as a shareholder in all the achievements of this very unique company.”