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POZEN INC /NC FILES (8-K) Disclosing Entry into a Material Definitive Agreement

August 20, 2014



Item 1.01. Entry Into A Material Definitive Agreement.

On May13, 2014, POZEN Inc., a Delaware corporation ("POZEN"), Glaxo Group Limited, d/b/a GlaxoSmithKline ("GSK"), CPPIB Credit Investments Inc. ("CII") and Pernix Therapeutics Holdings, Inc. ("Pernix"), entered into certain agreements in connection with GSK's divestiture of all of its rights, title and interest to develop, commercialize and sell Treximet® (sumatriptan/naproxen sodium) in the U.S. (the "Divestiture") to Pernix which are described in a Form 8-K filed by POZEN on May 14, 2014.

As described in the Form 8-K filed on May 14, 2014, upon the closing of the Divestiture, which occurred on August 20, 2014, GSK assigned the Product Development and Commercialization Agreement executed as of June 11, 2003 between POZEN and GSK (the "Agreement") to Pernix. Immediately following the closing of the Divestiture, Amendment No. 1 to the Agreement ("Amendment No. 1") between POZEN and Pernix became effective.

On July 30, POZEN, Pernix, and Worrigan Limited, an affiliate of Pernix formed under the laws of Ireland ("Worrigan"), entered into a Second Amendment to the Agreement ("Amendment No. 2") which permits Worrigan, the assignee of Pernix's rights under the Agreement, to further assign the Agreement without POZEN's prior written consent as collateral security for the benefit of purchasers of debt securities issued by Pernix to finance the Divestiture. Amendment No. 2 became effective upon the closing of the Divestiture.

The foregoing is a summary of the material terms of Amendment No. 2 and does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements which will be filed as exhibits to the Company's next Quarterly Report on Form 10-Q.

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Source: Edgar Glimpses


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