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SEC Filings

10-Q
APTEVO THERAPEUTICS INC. filed this Form 10-Q on 11/13/2017
Entire Document
 
apvo-ex21_142.htm

[*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit 2.1

 

 

LLC PURCHASE AGREEMENT

This LLC Purchase Agreement (the “Agreement”) is made and entered into as of August 31, 2017, by and among:  Saol International Limited, a Bermuda company (“Purchaser”), Aptevo BioTherapeutics LLC, a Delaware limited liability company (“Seller”), and Aptevo Therapeutics Inc., a Delaware corporation (“ATI”), and Venus BioTherapeutics Sub LLC, a Delaware limited liability company (the “Company”).  Seller and ATI are collectively referred to as the “Seller Parties”.  Certain capitalized terms used in this Agreement are defined in Exhibit A.

Recitals

A.Seller owns all of the issued and outstanding limited liability company interests of the Company (the “Membership Interests”).

B.Pursuant to an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit B by and among ATI, Seller and the Company to be entered into prior to the Closing (as defined below) (the “Assignment and Assumption Agreement”), ATI and Seller will assign to the Company prior to the Closing all of the assets and liabilities used in or necessary for or related to the Business.

C.Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, all of the Membership Interests, all upon the terms and conditions set forth in this Agreement.  

D.This Agreement has been approved by the board of directors of Purchaser, by ATI as the sole member of Seller, and in turn by Seller as the sole member of the Company.

Agreement

The parties to this Agreement, intending to be legally bound, agree as follows:

Section 1.Description of Transaction  

1.1Purchase of Membership Interests.  At the Closing (as defined below), upon the terms and subject to the conditions set forth herein, Seller shall cause to be sold, assigned, transferred, conveyed and delivered to Purchaser, and Purchaser will purchase and acquire from Seller, Seller’s right, title and interest in and to all the Membership Interests for the consideration specified in Section 1.2 below.

1.2Purchase Price.  

(a)Upfront Purchase Price.  At the Closing, Purchaser shall pay, or cause to be paid, the Closing Consideration in cash (by check or wire transfer of immediately available funds) to Seller.

(b)Milestone Payment. Purchaser shall pay the Milestone Payment to the extent payable in accordance with Section 1.5 below.

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[*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



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