CELLSCRIPT, LLC and Cell Therapies, LLC entered into an asset purchase agreement to acquire Substantially All of the Non-Cash Assets of Argos Therapeutics, Inc. for approximately $1.7 million.
November 29, 2018
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CELLSCRIPT, LLC and Immune and Cell Therapies, LLC entered into an asset purchase agreement to acquire substantially all of the non-cash assets of Argos Therapeutics, Inc. (OTCPK:ARGS) for approximately $1.7 million on November 30, 2018. The consideration consists of an amount in cash equal to $1.675 million, plus payment of all cure costs in respect of all assumed executory contracts as mentioned in the agreement, as of the closing date; plus assumption of the assumed liabilities; plus purchaser's waiver and/or transfer of the Cellscript claim. A cash deposit of $167,500 will be made on or before the date hereof by Immune and Cell Therapies, LLC and held by Argos Therapeutics and the final consideration price shall be satisfied by payment of $1,507,500.00 in cash and by application of this deposit, subject to certain terms and conditions. Argos Therapeutics shall have to pay an amount equal to $0.075 million as break-up fee if it enters into an agreement to consummate or consummates an alternative transaction.
The sale of assets is subject to review and approval of the Court, compliance with agreed upon and Court-approved bidding procedures allowing for the submission of higher and better offers, and other agreed-upon conditions. The transaction is subject to regulatory approvals and the approval by Pharmstandard, an investor in Argos Therapeutics. On or prior to the Closing Date, CELLSCRIPT, LLC and Immune and Cell Therapies shall have reviewed and approved the terms and conditions of any Invetech License.
George Shuster, Jr. of Wilmer Cutler Pickering Hale and Dorr LLP served as legal advisor to Argos Therapeutics, Inc. Joseph W. Boucher of Neider & Boucher, S.C. served as legal advisor to CELLSCRIPT, LLC. Margaret R. Westbrook and Aaron Rothman of K&L Gates, LLP served as legal advisors to CELLSCRIPT, LLC. SSG Capital Advisors, LLC served as advisor to Argos Therapeutics.
Argos Therapeutics, Inc. (Argos) is an immuno-oncology company. The Company is focused on the development and commercialization of individualized immunotherapies for the treatment of cancer and infectious diseases based on its technology platform called Arcelis. The Company's Arcelis technology platform utilizes biological components from a patient's own cancer cells or virus to generate individualized immunotherapies. The Company is engaged in the development of AGS-003 for the treatment of metastatic renal cell carcinoma (mRCC), and other cancers. It is conducting a pivotal Phase III clinical trial of AGS-003 plus sunitinib or another targeted therapy for the treatment of newly diagnosed mRCC under a special protocol assessment (SPA). It is engaged in the development of AGS-004 for the treatment of Human Immunodeficiency Virus (HIV). It has conducted over three clinical trials of AGS-004, including a Phase IIb clinical trial, Phase IIa clinical trial and Phase I clinical trial.
CELLSCRIPT, LLC and Cell Therapies, LLC entered into an asset purchase agreement to acquire Substantially All of the Non-Cash Assets of Argos Therapeutics, Inc. for approximately $1.7 million.