The Board of Directors of Lavipharm SA approved by unanimous decision of the present members the granting of a license for the acquisition by the company of an intangible asset of a profitable business activity, consisting of all the exclusive rights of ownership, production, marketing and distribution throughout the world, except the .P.A., a transdermal product (patch) for administration of the active medicinal substance of clonidine, aimed at sufferers of high blood pressure, as well as the existing commercial activity of distribution of this product in Italy (all of the above together the “Property Element”) and the drawing up of a contract in accordance with the terms contained therein against the following consideration:
1. Amount of Euro 34,000,000.00
2. A percentage of 10% on the net sales of the above pharmaceutical product by the Company in Italy for a period of 15 years starting from the date of completion of the Proposed Acquisition and
3. A 5% rate on the net sales of the above pharmaceutical product by the Company in the rest of the world, except for the United States of America and Italy (to which the provisions contained in 2 above apply) for a period of 15 years, starting from the date of the first commercial sale of the Asset in any country in the rest of the world, except the United States of America and Italy. From the Proposed Consideration, an amount of Euro 34,000,000.00 is proposed to be financed through part of the funds to be raised from the share capital increase.
The Asset belongs to the foreign company called Lavipharm Group Holding SA (the “LGH”), owned by Loukias Lavidas, Elli Maria Lavidas, Telemaque Jean Lavidas, Danai Alexandra Lavidas and Phaedra Elenis Lavidas, legal heirs under the will of the late Athanasios Lavidas
It is noted that, before taking the above decision, the Board requested and received from the independent auditing company AUDIT SERVICES SA a report on the fairness and reasonableness of the Proposed Acquisition.