...in sintesi come ti ho detto.
Per il resto trovi tutto nel link sotto. Cliccando su DEFA14A: il CVR Agreement a pagina 4
http://www.innocoll.com/investors.a...rate-ir.net/phoenix.zhtml?c=253636&p=irol-sec
Contingent Value Rights Agreement
In connection with the consummation of the Acquisition, Gurnet Bidco and the Rights Agent will enter into the CVR Agreement governing the terms of the CVRs to be received by the Company’s shareholders as part of the Consideration.
Each Company shareholder will be entitled to receive one CVR for each Company Share held by such shareholder at the Effective Time. The CVRs will not be transferable, except under certain limited circumstances, will not be evidenced by a certificate or other instrument, will not be registered under the securities laws of any jurisdiction and will not be listed for trading on any securities exchange. In addition, the CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Gurnet Point, Gurnet Bidco, the Company or any of their respective affiliates.
Each CVR represents the right to receive the following cash payments, without interest and less any applicable withholding taxes, with each payment conditioned upon the achievement of certain milestones as follows:
· First CVR Payment Event: Gurnet Bidco will pay $0.70 in cash per CVR if, on or before December 31, 2018, the Company’s drug candidate XARACOLL is approved by the FDA with a label covering indications for the treatment of postsurgical pain following open abdominal hernia repair;
· Second CVR Payment Event: Gurnet Bidco will pay an additional $1.33 in cash per CVR if, on or before December 31, 2018, XARACOLL is approved by the FDA with a label covering indications for the treatment of postsurgical pain immediately following soft tissue repair (and not limited to hernia repair);
· Third CVR Payment Event:
o Gurnet Bidco will pay $1.00 in cash per CVR if, on or before December 31, 2019, XARACOLL is approved by the FDA with a label covering indications for the treatment of postsurgical pain immediately following hard tissue repair; or (if this milestone is not achieved)
o Gurnet Bidco will pay $0.60 in cash per CVR if, after December 31, 2019 but on or before June 30, 2020, XARACOLL is approved by the FDA with a label covering indications for the treatment of postsurgical pain immediately following hard tissue repair;
· Fourth CVR Payment Event:
o Gurnet Bidco will pay $1.87 in cash per CVR if worldwide net sales of XARACOLL exceed $60 million in any four (4) consecutive calendar quarters ending on or prior to December 31, 2019; or (if this milestone is not achieved)
o Gurnet Bidco will pay $1.00 in cash per CVR if worldwide net sales of XARACOLL exceed $60 million in any four (4) consecutive calendar quarters ending on or prior to March 31, 2020.
The CVRs are complex instruments and a number of factors will determine whether any amount will actually be paid