Unsecured Line of Credit Agreement, dated as of January 18, 2017, by and between Akcea and Parent. Parent also purchased 3,125,000 Shares in the IPO at a purchase price of $8.00 per Share.
On April 17, 2018, Parent (i) received 8,000,000 Shares in satisfaction of Akcea’s obligations to Parent pursuant to that certain Development, Commercialization, Collaboration, and License Agreement, dated March 14, 2018, between Akcea and Parent (the “TTR License Agreement”) and (ii) purchased 10,666,666 Shares pursuant to that certain Stock Purchase Agreement, dated March 14, 2018, between Akcea and Parent (the “Parent SPA”) at a purchase price of $18.75 per Share. For additional detail regarding these transactions, see “—License Agreements.”
On August 3, 2018 and October 17, 2018, Parent received 1,597,571 Shares and 1,671,849 Shares, respectively, in satisfaction of certain of Akcea’s obligations to Parent pursuant to the TTR License Agreement. For additional detail regarding these transactions, see “—License Agreements”.
On March 29, 2019 and December 17, 2019, Parent received 2,837,373 Shares and 6,873,344 Shares, respectively, in satisfaction of certain of Akcea’s obligations to Parent pursuant to that certain Development, Commercialization and License Agreement, dated December 18, 2015, between Akcea and Parent (the “Cardiometabolic License Agreement”). For additional detail regarding these transactions, see “—License Agreements”. Immediately following Parent’s receipt of the Shares on December 17, 2019, Parent and its affiliates collectively beneficially owned approximately 76% of the outstanding Shares.
As of September 8, 2020, Parent and its affiliates collectively beneficially owned 77,094,682 Shares representing approximately 76% of the outstanding Shares.
License Agreements. In December 2015, Parent and Akcea entered into the Cardiometabolic License Agreement related to its cardiometabolic franchise and a services agreement. In March 2018, Parent and Akcea entered into the TTR License Agreement related to its TTR franchise. Akcea also has strategic collaborations with Novartis, Pfizer Inc. (“Pfizer”) and PTC Therapeutics International Limited (“PTC Therapeutics”) pursuant to which Akcea sublicenses certain products licensed to it by Parent. Milestone payments and royalties that Akcea earns on these strategic collaborations are shared with Parent. The following sections summarize these related party agreements with Parent.
Cardiometabolic Development, Commercialization and License Agreement. The Cardiometabolic License Agreement granted exclusive rights to Akcea to develop and commercialize WAYLIVRA, AKCEA-APO(a)-LRx, AKCEA-APOCIII-LRx, and AKCEA-ANGPTL3-LRx (collectively, the “Lipid Drugs”). Parent granted Akcea an exclusive license to certain patents and know-how to develop and commercialize products containing the Lipid Drugs. Parent also granted Akcea a non-exclusive license to the Parent antisense platform technology for Akcea to develop and commercialize products containing the Lipid Drugs. Parent also granted Akcea non-exclusive rights to manufacture the Lipid Drugs in Akcea’s own facility or at a contract manufacturer. As part of the Cardiometabolic License Agreement, both companies agreed not to work with any other parties to develop or commercialize other RNA-targeting medicines that are designed to inhibit any of the Lipid Drug targets so long as Akcea is developing or commercializing the Lipid Drugs.
Akcea and Parent share development responsibilities for the Lipid Drugs, other than the medicines licensed to Novartis pursuant to the Novartis Agreement (as defined below), and AKCEA-ANGPTL3-LRx, which is licensed to Pfizer pursuant to the Pfizer Agreement (as defined below) (such excluded Lipid Drugs, collectively, the “Excluded Lipid Drugs”). Akcea pays Parent for the research and development expenses it incurs on Akcea’s behalf, which include both external and internal expenses. A Joint Steering Committee (“JSC”) comprising two senior members from each company sets the development strategy for the Lipid Drugs by mutual agreement. A regulatory subcommittee, established by the JSC and having equal membership from each company, sets the regulatory strategy for each of the Lipid Drugs by mutual agreement. If the regulatory sub-committee cannot agree on an issue related to the regulatory strategy for any one of the Lipid Drugs, the disputed issues are
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