The Merger Agreement contains certain customary termination rights for the Company and Parent. Subject to the terms and conditions of the Merger Agreement, the Company or Parent may terminate the Merger Agreement if the Merger is not consummated by December 28, 2026, which period may be extended automatically for two three-month periods if at the end of the prior period, all conditions to closing of the Merger other than conditions relating to HSR Act Clearance have been satisfied or waived as of such date (the "End Date").

 

Upon termination of the Merger Agreement, in specified circumstances, the Company will be required to pay Parent a termination fee of $32,515,000. Such circumstances include, among others, where the Merger Agreement is terminated prior to the Company Requisite Vote (i) in connection with the Company accepting a Superior Proposal and entering into an Alternative Acquisition Agreement for the consummation of a transaction that the Board of Directors determines constitutes a Superior Proposal and (ii) due to the Board of Directors’ Change of Recommendation.

 

The Merger Agreement further provides that Parent will be required to pay the Company a reverse termination fee of $32,515,000 in the event the Merger Agreement is terminated in certain specified circumstances, including if the Merger is not consummated before the End Date because certain conditions related to HSR Act Clearance have not been satisfied or waived.

 

Parent has obtained a debt financing commitment from OMERS Life Sciences for the purpose of financing the transactions contemplated by the Merger Agreement. The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition or the receipt of any financing by the Parent.