Isar Pharma K/S

November 02, 2010 19:13 ET

Isar Pharma K/S: News Release

COPENHAGEN, DENMARK--(Marketwire - Nov. 2, 2010) - Isar Pharma K/S, a limited partnership organized under the laws of Denmark ("Isar"), announces that it has acquired from Allon Therapeutics Inc. (the "Company") and its wholly-owned subsidiary Allon Therapeutics, Inc., the right (the "Assigned Interests") to receive certain sums calculated in relation to revenues and payments relating to the drug called davunetide. Isar acquired the Assigned Interests pursuant to a convertible revenue and royalty interest agreement (the "Royalty Purchase Agreement") dated October 29, 2010, for the purchase price of US$10,000,000. The Assigned Interests are convertible, in full or in part, at a conversion price of US$0.44 (subject to adjustments in accordance with the Royalty Purchase Agreement) into common shares ("Common Shares") of the Company at the election of each of the Offeror and the Company at any time before October 29, 2017, and in accordance with the terms and conditions of the Royalty Purchase Agreement. As a result of the acquisition of the Assigned Interests, the Offeror has acquired control of, and will on the relevant date of the conversion (assuming full conversion of the allowable portion of the Assigned Interests and assuming that no other Common Shares are issued at such time) hold, an aggregate amount of: (i) 19,515,446 Common Shares representing approximately 19.999% of the issued and outstanding Common Shares, plus (ii) subject to the approval of the Company's shareholders to be obtained in accordance with the Royalty Purchase Agreement on or before August 1, 2011, an additional 3,211,826 Common Shares representing approximately an additional 3.187% of the issued and outstanding Common Shares, for an aggregate amount of 22,727,272 Common Shares representing 22.548% of the issued and outstanding Common Shares.

Isar acquired the Assigned Interests in a private transaction in reliance on the exemption from the prospectus requirements contained in section 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions. The Assigned Interests were acquired for investment purposes only and Isar may acquire control of further securities of the Company in the future.

This news release is being issued pursuant to Part 3 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators. A copy of the report filed by Isar in connection with the acquisition of the Assigned Interests is available on the Company's SEDAR profile, and it can also be obtained directly from Isar by contacting the representative of Isar, John M. Barberich at + (45) 7020-1263 or JMB@nordicbiotech.com.

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