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good article on juno, car-t and the battle in car-t space
https://www.investors.com/news/technology/why-celgenes-rumored-acquisition-of-juno-actually-makes-sense/?src=A00220&yptr=yahoo
as far as any timeline, this could take months to unfold and my guess is it will.... SK has over 400k options at just over $9 per share that disappear 6 months from 12/22/17 (if I am reading the dec 26 pr correctly)...
T minus 5 months folks.... or sooner...
another good sign ... dew is back...
juno worth $7 bil w/ some phase 1's and some trouble with trials..
https://www.fiercebiotech.com/biotech/juno-jumps-afterhours-as-reports-suggest-celgene-wants-a-buyout
https://www.junotherapeutics.com/our-pipeline/
what can possibly help car-t?
wait for the river card folks... it will be turned over soon...
nothing is going to happen until it happens...
like i said, look at juno 1 month chart.... someone wanted cheap shares prior to word getting out...
the IP is for sale and will be sold...
the entire "strategy" of trying to hang on to the IP was thrown out the window end of Nov and garnick was off website dec 1.
After breaching the moat, SK was probably told to tee up whatever talks he had going and he was put in the back seat w/ duct tape over his mouth... and ronin prob has his own prospects... how many BP's gave up talking to the previous clowns over the years? US rights... non issue... golden parachutes... gone... inept greedy BOD... gone... let's talk biz... and by the way, the guy in the back seat with the duct tape over his mouth... gone very soon and he is not a decision maker...
wall st is still wall st... if one remembers the sept 12 runup, all kinds of games were being played w/ "fake" news and analysts rec's etc months before ...
Retail must be cleared out...
look at the juno 1 month chart... do you think the talks started two days ago?
https://finance.yahoo.com/quote/JUNO/?p=JUNO
looks like someone wanted to keep the SP low?
and juno had all kinds of coverage and institutional interest..
looks like a take down on old news ... lots of small trades and relative low volume.... my guess is company in play and shakedown for shares... seems like the old rehash old news and drive price down play
https://finance.yahoo.com/news/halozyme-provides-swog-collaborative-group-123000120.html
biotech is a contact sport...
yes and per sunrise data set presented in japan in oct 17, rr's increased from 13% to 20% for low pdl responders... so what is that worth?
the cleaner the deal, the better but there are ways to hedge risk for all..
the more i think about the avid play, me thinks the old crew was going to double dip on the back end as well... probably why negotiations were so tough.. they wanted us rights to sell Avid and double dip there... would have been great if they pulled it off but they outplayed their hand...
so SK has to play his options out by end of may (6 months from 12-22-17)... just think how the russell inclusion would likely boost the share price come end of June... karma...
Could be lots of horses in race... novartis is in PDL, Car-t and Lag3..
http://ir.avidbio.com/releasedetail.cfm?ReleaseID=991044
The entire IP question w/ respect to tax law changes and nol's is probably a nightmare to figure out... all the indications, CVR's etc. The major impediments to any deal have been removed and that only happened end of dec. sorting all this out will take time
Mrk MC jumped $9.8 bil while BMY dropped $4.5 bil and Roche dropped $7.2 bil on keytruda news...
so $21 bil market cap swings with news about NSCLC and chemo.
and bavi was supposed to start keytruda phase II per pr from company and NCCN update back in sept... imagine the behind the scenes turmoil w/ ronin takeover and who is really calling the shots..
now the players know who is calling the shots and the "protect the SK and ES club" with pole position talk and retain us rights talk is out the door...
What do you think the Avid space and capacity was for?
Ronin's timing could be spot on...
The sale of the IP is the big question as to how much money CDMO gets to play with for expansion and M&A.... $50 mil $100 mil $500 mil...
remind me... thx
agree... the market will not be a one size fits all... biomarkers will dictate how patients are treated... the real play IMO is helping non or low responders to pdl and others or limiting toxicty in car-t.... almost like a hitter in baseball... batting .300 is great but the real play here is going after the .700 crowd.
yes i have communicated.... keep in mind the entire "PS" platform is slowly gaining recognition...
the old BOD... why did DP own 41 shares? ... how would they know about the IP? DP is pitching sound systems.... their forte was setting up moats and milking companies dry...
their presence was a major roadblock for institutional investment...
and garnick was big game hunting on your dime... nothing to lose... terrible mgmt of the entire IP imo....
the jury is still out but the roadblocks have been removed...
the next event is the placement of the IP... $5 mil ... $50 mil or $500 mil or somewhere in between...
what market? the company has kept the IP under the radar and has thwarted any real institutional investment including the russell... and i expect downward pressure on price if accumulation is happening... wall st is still wall st... and this stock can get pushed around very easily... my guess is all the other institutions would prefer more institutions owning so retail must be pushed out... a dif set of crooks but hopefully at the end of the day the interests will be aligned... that is until they want out and a new set of games takes place...
the market right now is all the BP's kicking tires and hopefully making offers... maybe there will be news leakage and maybe not
and PS is hopefully gaining traction.... birge slogan "PS is no BS" ... shows the battle for gaining respect... my source says birge work should lift the bavi IP boat as far as respect...
remember when drug candidates were deemed failure based on recist criteria and tumor growth? ... all the I-O players at that time would have failed because the immune response caused inflammation which was mistaken for cancer growth...
The value of the IP is not the only driver of value...
How hard would it be to negotiate $50 mil in biomanufacturing contract over 2 years along with buy in on CDMO at set price... say 3 mil shares at $12
That would go a long way of establishing CDMO expansion and getting BP a cushion on IP risk...
That would boost SP which would give CDMO some M&A money...
A need to expand contract revenue on one side and a need for biologic manufacturing over the next few years on the other side... and a desire to de-risk from both sides by way of CDMO buyin and capital raise...
even a cave man could put this deal together...
Yes... and the ultimate test is an actual deal and hopefully a competitive situation...
Lots of angles to look at... the number crunchers are burning the midnight oil.... and when both sides are motivated, things start to happen...
is the waggly tail CVR?
When postulating about potential IP value, it's helpful to look at the dynamics at play with former mgmt pre ronin and post ronin control of the BOD...
Pre ronin.... mgmt had no incentive nor desire to do a deal unless under their terms and the lower the share price got, the better for them.... and a deal would have forced the gravy train to end because no BP would tolerate that BS... no care about dilution nor interest in getting institutional ownership as evidenced by the complete blunder of the RS and russell moves... a major investor asked to discuss corp gov and was rebuffed by a BOD that thought they were invincible... anybody dealing w/ the former team can attest to the arrogance and malice they held to anyone asking for change.. the excess space that Avid has was there for potential bavi production and most likely the negotiating posture w/ BP was our way or no way... US rights etc... and it probably carried over to AVID as the next asset to sell w/ hopeful bavi production and then AVID sale... and they had the platinum parachutes designed and ready to go along with inflated pay to turbo charge those 3 year payouts...My guess is they underestimated the ronin threat... They thought they could pull it off... and as ronin threat got stronger, BP prob sensed a changing of the guard so why do a deal with the current team.. i think ronin had connections in terms of feedback from the BP side... like these guys are unrealistic etc.. just a guess because xencor had deals with several big players like novartis, merck, halozyme via CFO on xencor BOD.. he had potential channels..
Post ronin.... SK has 6 months from 12-22-17 to cash out his options at roughly $9 per share and was clipped big time w/ his platinum package reduced to bronze and the new team chomping at the bit for capital and a M&A plan at the ready imo..
The dynamics have surely changed and the macro environment prob has improved... we are getting closer...
The question will come down to how much BP wants to find out whether the sunrise data set is real and if so, what is the value of treating "cold tumors".... does it increase the "footprint" of that subgroup enough to be commercially viable...
keep in mind the entire sunrise ICI subgroup was heavily weighted to less than 1% pdl 63% vs say 34% in the merck keynote 10 study... mgmt had a specific question related to "cold tumors"
And how much is it worth to answer the car-t question? And exosomes...
At the end of the day it will be whether BP can identify a population where bavi by using biomarkers ...
Keep in mind about $500 mil (or more) has been spent to date...
And 5,000 patients at $100k per treatment is $500 mil a year
and billions are at stake for BP...
So $500 mil is not a reach at all and could be much higher and it could be $5 mil.....
The issue has been terrible mgmt of the IP and taking a risk of going alone and no coverage or institutional interest or desire by prev mgmt in order to keep the gravy train... so there could be a real disconnect to value and SP... BP has beat the bastards into submission... so we will soon see what the IP is worth and we are fortunate that BP in general has the motivation to improve ICI outcomes and cash ...
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=135586168
https://www.keytruda.com/static/pdf/keytruda-pd-l1-expression-testing-guide.pdf
RESULTS: 93 of 597 randomized patients (16%) received ICI as next line of therapy after SUNRISE assigned treatment. Baseline characteristics were balanced between the treatment groups and consistent with the ITT population. From randomization, mOS was not reached (95% CI, 15.2-NA) in D+B (N=46) and 12.6mos. (95% CI, 10.4-17.8) in D+P (N=47) (HR, 0.46; P=0.006). From start of ICI, mOS was not reached (95% CI, 10.2-NA) in D+B and 6.2mos. (95% CI, 3.9-8.7) in D+P (HR, 0.42; P=0.002). The mPFS was 6.0mos. (95% CI, 3.5-6.5) in D+B and 4.4mos. (95% CI, 2.6-6.3) in D+P (HR, 1.00; P=0.991). ORR was 20% vs. 13% (Odds ratio 0.6; P=0.41) for D+B and D+P, respectively. The safety profile was similar between groups and no immune related (IR) toxicities (colitis, pneumonitis, hypothyroidism) were reported.
CONCLUSIONS: Within the limits of a subgroup analysis, a significant improvement in OS was observed for patients previously treated with D+B. Furthermore, bavituximab has not been associated with IR toxicities and might serve as a useful drug in combination with ICI for the treatment of immune cold tumors.
Agree.... and remember the chronology from the Ronin letter, SK and crew wanted R&D over Avid and they had the inside scoop w/ MSK and others..
And they lost the battle late Nov and garnick was gone... so all the partner talks have turned into the IP is for sale...
The IP could sell for $50 mil and it could be $500 mil.... my guess it is going to take a couple of months for the process to finish...
The new guys are not here to run a pop stand.
swg tdr no pm..
relieved the foxes have been removed... the old regime surrendered 11-28-17
SK was sent packing 12-22-17.... just three weeks ago ...
things will take some time to get rebooted...
Filing an S-3 is just getting the company ready for battle. They would be fools to not have this done. The issue is not selling shares, it is a what price. These guys have a plan and they know how to execute. As for selling the IP, SK was talking his typical jibber jabber (the right partner... compelling data etc) on the 9-11-17 cc and Lias was on that call. The Ronin settlement whereby the old BOD resigned including SK was announced 11-28-17. My guess is the new marching orders were given w/ respect to divestiture of the IP.... no more pole position, retain US rights BS and the baggage SK et al brought with any negotiations.... And SK resigned 12-22-17 so he is out of the way... maybe he shows up later and who cares... the ball is in play...
As for Birge IP, my source says the better for the PS world which helps PPHM IP... and his stuff is preclinical and the industry is still is kicking the tires on PS in general...
In the meantime tax law was passed so BP is on the hunt.... I confirmed with another source multiple parties have been engaged... how engaged or where it leads is anybody's guess...
We know for sure there is a deal to be made on the Tustin side...
Ronin crew plus Tappan had the votes for proxy IMO.
SK has value w/ respect to IP sale (unless he was lying on the interest). I believe there is interest in the IP.
The old BOD had zero incentive to do any deal because it would take away the gravy train. Remember the DS settlement where the old BOD agrees to cap their pay at a measly $400k per year. Why would DP walk away from a gravy train of $400k per year with 41 shares?
And look at the change of control parachutes... three years of bloated pay to SK and crew..
The old regime did not expect to get booted. Read the following from proxy materials.
The moat was breached and sides were taken. Heads must roll.
http://ir.avidbio.com/secfiling.cfm?filingID=921895-17-2252&CIK=704562
The following is a chronology of events leading up to this proxy solicitation:
· On January 17, 2017, Stephen White visited Peregrine’s offices in Tustin, California for a facility tour and also met with certain members of the Company’s management team, including President, Chief Executive Officer and director Steven W. King and Chief Financial Officer Paul J. Lytle.
· On January 23, 2017, Mr. White had a follow-up telephone call with Mr. Lytle. During the call, the parties discussed, among other things, Peregrine’s contract development and manufacturing business, Avid Bioservices, Inc. (“Avid”).
· On February 7, 2017, Mr. White visited Peregrine’s offices in Tustin, California for an additional facility tour. During his visit, Mr. White met with Jon Gingrich, Manager of Business Development for Avid, and John Haney, Senior Project Manager for Avid.
· On March 2, 2017, certain members of Ronin filed their initial Schedule 13D with the Securities and Exchange Commission disclosing beneficial ownership of approximately 8.2% of the outstanding shares of Common Stock.
· On March 9, 2017, Mr. White sent an e-mail to Messrs. King and Lytle regarding the recent Schedule 13D filing and giving background information on certain members of Ronin. Mr. White also requested a call between representatives of Ronin and the Company.
· On March 10, 2017, certain members of Ronin filed a Schedule 13D amendment disclosing beneficial ownership of approximately 9.4% of the outstanding shares of Common Stock.
· On March 20, 2017, Mr. White sent an e-mail to Messrs. King and Lytle regarding topics of discussion for an upcoming call between the parties, including Ronin’s concerns about the significant dilution experienced by Peregrine’s stockholders and the Company’s poor corporate governance practices.
· On March 27, 2017, representatives of Ronin engaged in a telephone conversation with Messrs. King and Lytle. During the call, representatives of Ronin expressed their concerns regarding the Company’s strategic direction and the Company’s poor corporate governance practices. Mr. King suggested that representatives of Ronin share their concerns at the next Board meeting.
· On April 12, 2017, the Company disclosed that it had received a letter from NASDAQ stating that the Company had not regained compliance with the $1.00 minimum closing bid price requirement under NASDAQ rules. The letter further stated that the Company’s securities would be delisted from NASDAQ on April 20, 2017 unless the Company requested a hearing by April 18, 2017 to appeal the decision. The Company disclosed that it intended to timely request such a hearing and was considering several paths to regain compliance with the minimum closing bid price requirement, including a reverse stock split.
· On April 13, 2017, Mr. White sent an e-mail to Messrs. King and Lytle inquiring about the reverse stock split that was approved at the 2016 annual meeting of stockholders (the “2016 Annual Meeting”) but had yet to be effected. Mr. White also asked about the timing of the next Board meeting pursuant to Mr. King’s prior suggestion that representatives of Ronin share their concerns at the next Board meeting.
· On April 17, 2017, certain members of Ronin filed a Schedule 13D disclosing beneficial ownership of approximately 6.1% of the outstanding shares of the Company’s 10.50% Series E Convertible Preferred Stock, $0.001 par value per share (“Series E Preferred Stock”).
· On April 19, 2017, representatives of Ronin engaged in a telephone conversation with Messrs. King and Lytle. During the call, representatives of Ronin expressed additional concerns regarding the Company, including, among other things, the continued service of Carlton M. Johnson Jr., David H. Pohl and Eric S. Swartz as directors of the Company. During the call, Mr. King suggested a potential sale of all or a portion of Avid as a strategic option, to which Ronin expressed strong disapproval. Mr. King also informed the representatives of Ronin that they would not be permitted to speak at the next Board meeting.
· On April 21, 2017, Ronin delivered a private letter to the Board. In the letter, Ronin reiterated its disapproval of any potential sale involving Avid, made clear that it would vehemently oppose any such proposed transaction and cautioned the Board against attempting to structure a transaction in a manner that would not require stockholder approval. Ronin also expressed its belief that the Board must be reconstituted to ensure that the best interests of stockholders are appropriately represented in the boardroom. Ronin advised the Board that it had identified several highly qualified independent director candidates and requested an opportunity to discuss Ronin’s concerns and potential candidates with the Board. Ronin concluded the letter by informing the Board that it desires to maintain an open, constructive and collaborative dialogue with the Board; however, to the extent that an amicable resolution cannot be reached, Ronin will not hesitate to take all actions it believes are necessary to protect the best interests of all Peregrine stockholders.
· On April 28, 2017, representatives of Ronin engaged in a telephone conversation with Messrs. King and Lytle. During the call, representatives of Ronin reiterated their concerns about the Company’s corporate governance, particularly the continued service of Messrs. Johnson, Pohl and Swartz as directors, and provided information regarding such non-employee directors that has caused Ronin to question their fitness to serve as directors of the Company. Mr. King claimed that he was unfamiliar with the outside business dealings of the non-employee directors that gave rise to Ronin’s concerns. Mr. King also relayed that it was the Board’s belief that it was premature to discuss changes to the composition of the Board.
· On April 30, 2017, Mr. White received an e-mail from Mr. King suggesting that the parties enter into a confidentiality agreement to enable the sharing of information regarding the Company’s strategy. Mr. White indicated that Ronin would be willing to discuss entering into such an agreement.
· On May 1, 2017, Mr. White sent an e-mail to Mr. King expressing Ronin’s belief that there is no justification for Messrs. Johnson, Pohl and Swartz to remain as directors of the Company. Included with the e-mail was a courtesy copy of a letter explaining Ronin’s numerous concerns with the Company that Ronin advised it intended to make public should the members of the Board be unwilling to discuss changes to the composition of the Board.
· On May 2, 2017, Mr. White received a draft confidentiality agreement from Mr. King.
· On May 3, 2017, Mr. White informed Mr. King that, due to Ronin’s serious concerns regarding the Company’s corporate governance and its strong belief that changes are required to the composition of the Board, Ronin is unwilling to enter into a confidentiality agreement that could jeopardize its ability to effectively seek to make the changes that it believes are necessary to improve Peregrine for the benefit of all stockholders.
· On May 4, 2017, Mr. King sent an e-mail to Mr. White requesting that Ronin reconsider its position with respect to entering into a confidentiality agreement.
· On May 5, 2017, Mr. White received an e-mail, in response to his May 1 st correspondence, from the non-employee directors of the Board indicating, among other things, that they are unwilling to discuss changes to the composition of the Board. Also on May 5, 2017, Mr. White sent an e-mail to the non-employee directors explaining Ronin’s belief that changes to the composition of the Board are necessary to create stockholder value and that stockholders would be receptive to the idea of change.
· On May 19, 2017, certain members of Ronin filed a Schedule 13D amendment disclosing beneficial ownership of approximately 7.5% of the outstanding shares of Series E Preferred Stock.
· On May 23, 2017, Ronin’s legal counsel (“Ronin Counsel”) sent a letter to Mark R. Ziebell, Peregrine’s Vice President, General Counsel and Corporate Secretary, requesting copies of the questionnaire and written representation agreement required to be submitted to the Company in connection with stockholder nominations of director candidates pursuant to the Company’s Bylaws. It was requested that such materials be provided by May 26, 2017.
· On May 30, 2017, Ronin Counsel sent a follow-up e-mail to Mr. Ziebell regarding the status of the May 23 rd request. Later on May 30, 2017, Ronin Counsel received copies of the requested questionnaire and written representation agreement from Peregrine’s legal counsel (“Company Counsel”).
· On June 7, 2017, the Company disclosed that NASDAQ granted the Company until July 21, 2017 to regain compliance with the $1.00 minimum bid price requirement, subject to certain conditions, including having a closing bid price of $1.00 or more for a minimum of ten prior consecutive trading days. The Company also disclosed that if the Company chooses to effect a reverse stock split in order to regain compliance with the minimum bid price requirement, it must do so no later than July 7, 2017 to meet such requirement.
· On July 7, 2017, the Company announced that a 1-for-7 reverse stock split of Common Stock would become effective at 5:00 p.m. Eastern Time on July 7, 2017.
· On July 12, 2017, Ronin Trading delivered a letter (the “Nomination Letter”) to the Company, in accordance with its Bylaws, nominating Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian for election to the Board at the Annual Meeting.
· On July 13, 2017, Ronin issued a public letter to stockholders announcing the nomination of the Nominees. In the letter, Ronin explained its belief that there are opportunities to increase stockholder value at Peregrine; however, Ronin is concerned that stockholders will continue to suffer unless there is a change in strategy and the Board is reconstituted with directors willing to represent stockholders’ best interests. Specifically, Ronin called on the Company to immediately halt further clinical development spending on bavituximab (the Company’s immunotherapy drug candidate), monetize the intellectual property and then refocus on profitably growing Avid. Ronin also expressed its concerns with the poor corporate governance, apparent misalignment of interests and constant dilution that has persisted under the leadership of the incumbent Board and questioned the ability of the Company’s non-employee directors, Messrs. Johnson, Pohl and Swartz, to effectively oversee the Company.
· Also on July 13, 2017, the Company issued a press release acknowledging receipt of the Nomination Letter.
· On July 14, 2017, Ronin filed an amendment to its Schedule 13D disclosing the delivery of the Nomination Letter and the issuance of its July 13 th public letter.
· On July 20, 2017, Ronin issued a public letter to Peregrine’s employees in which it elaborated on its strategic vision and intentions with respect to the Company. Ronin made clear its belief that Peregrine should invest significantly more into Avid with a long-term view on its profitable growth and that Avid should no longer be used to prop up Peregrine’s failed clinical development business.
· On July 21, 2017, the Company disclosed an e-mail that Mr. King sent to employees of Peregrine in response to Ronin’s July 20 th public letter.
· On July 31, 2017, the Company issued a press release announcing its intention to increase the size of the Board from four to up to seven members through the addition of directors with relevant industry experience and also seek a dedicated President for Avid.
· On August 2, 2017, Ronin Counsel sent a letter to Company Counsel seeking confirmation regarding certain matters related to the Company’s July 31 st press release, including that the size of the Board had not been formally increased. Company Counsel provided the requested confirmation on the same day.
· On August 11, 2017, the Company issued a press release announcing certain cost cutting measures, including that it had terminated 20% of its employees.
· On August 14, 2017, Ronin issued a press release in response to the Company’s announcements on July 31 st and August 11 th . In the press release, Ronin expressed its outrage over the Board and management team choosing to fire roughly 20% of the Company’s employees while apparently doing nothing to address their own egregious compensation. Ronin also made clear that if Peregrine proceeds with the expansion of the Board, Ronin intends to timely nominate additional highly qualified director candidates to ensure that control of the Board does not remain with the incumbents or their hand-picked additions
Look how much SK got clipped on departure package vs what Old BOD had set up in August 2017. Note 6 months to exercise options vs 2 years. Looks like Ronin group had a great reason or SK had a great reason. This is telling IMO. So we should know by May 22 2018 whether all those "partner" talks amount to anything. All IMO
From amended annual report Aug 28, 2017
http://ir.avidbio.com/secfiling.cfm?filingID=1683168-17-2228&CIK=704562
The following discussion describes the amounts that we would pay or provide to our Named Executive Officers or, as applicable, their beneficiaries under these employment agreements as a result of (i) termination without cause or resignation for good reason, (ii) termination following a change-in-control, (iii) death or disability, and (iv) voluntary resignation with extended notice.
Payments Upon Termination Without Cause or Resignation for Good Reason
If we terminate Mr. King’s, Mr. Lytle’s or Mr. Ziebell’s employment without cause or the executive terminates his employment for “good reason”, such executive is entitled to (i) continued base salary and group insurance benefits for a period of twelve (12) months, and (ii) the payment of any prorated target bonus. In addition, each of Mr. King, Mr. Lytle and Mr. Ziebell shall have a period of time equal to the lesser of two years following the date of such termination or until the original expiration date of the applicable option agreement to exercise any vested and outstanding stock options as of the date of such termination. If we terminate Dr. Fussey’s or Mr. Shan’s employment without cause or such executive terminates his or her employment for good reason, such executive shall be entitled to (i) continued base salary and group insurance benefits for a period of twelve (12) months, and (ii) the payment of any prorated target bonus. In addition, each of Dr. Fussey and Mr. Shan shall have a period of time equal to the lesser of twelve (12) months following the date of such termination or until the original expiration date of the applicable option agreement to exercise any vested and outstanding stock options as of the date of such termination. An executive’s receipt of the foregoing severance benefits shall be conditioned upon such executive’s execution of a general release of known and unknown claims in favor of the Company and its affiliates.
Each employment agreement defines “good reason” as (a) the Company relocates executive’s principal place of work to a location more than fifty (50) miles from the original location, without the executive’s prior written approval; (b) the executive’s position and/or duties are modified so that his or her duties are no longer consistent with the executive’s title; or (c) the executive’s annual base salary and related benefits, as adjusted from time to time, are reduced without his or her written authorization.
Steven W. King 540,800 (1) 324,48 (2) 36,756 (3) Total $902,036
(1) Represents payment of base salary for a period of twelve (12) months.
(2) The payment of a Target Bonus to the Named Executive Officers is at the sole discretion of the Company’s Board of Directors. Amount includes the maximum proposed Target Bonus as a percentage of base salary established for the fiscal year ended April 30, 2017 for each Named Executive Officer as follows: Mr. King – 60%; Mr. Lytle – 40%; Mr. Ziebell – 35%; Dr. Fussey – 35%; and Mr. Shan – 35%.
(3) Represents estimated payment to reimburse executive’s monthly benefits premiums for continued group health, dental, and vision benefits in addition to premiums for disability and term life insurance during the severance period of twelve (12) months. Amounts were calculated based on current premiums paid for executive’s benefits.
Payments Upon a Termination in Connection with a Change-in-Control
In the event of a change-in-control of Peregrine, if a Named Executive Officer’s (i) employment is terminated other than for cause within three (3) months prior or thirty-six (36) months following a change-in-control (in the case of Mr. King) or twenty-four (24) months following a change-in-control (in the case of the other Named Executive Officers), or (ii) such executive terminates his employment for “good reason” within twelve (12) months following a change-in-control, the executive shall be paid a lump sum amount equal to (a) thirty-six (36) months’, in the case of Mr. King, and twenty-four (24) months’, in the case of the other Named Executive Officers, base salary then in effect, (b) one hundred percent (100%) of such executive’s target bonus, and (c) payment of group insurance benefits for thirty-six (36) months, in the case of Mr. King, and twenty-four (24) months, in the case of the other Named Executive Officers. In addition, each of the Named Executive Officers’ outstanding unvested stock options immediately shall become fully vested and each shall have a period of time equal to the lesser of two years following the date of such termination or until the original expiration date of the applicable option agreement to exercise any vested and outstanding stock options as of the date of such termination. An executive’s receipt of the foregoing severance benefits shall be conditioned upon such executive’s execution of a general release of known and unknown claims in favor of the Company and its affiliates.
Dec 26 2017 PR
http://ir.avidbio.com/secfiling.cfm?filingID=1683168-17-3392&CIK=704562
In connection with his resignation, Mr. King and the Company entered into a Severance Agreement and Mutual General Release (the “Severance Agreement”) pursuant to which Mr. King will receive (i) continuation of his monthly base salary for a period of six months from the date of his resignation; (ii) $5,000 in expense reimbursement; (iii) Company-paid continuation of medical benefits through COBRA for a period of twelve (12) months, or until Mr. King and his family are eligible for coverage with another employer, whichever is earlier; (iv) immediate vesting of the unvested portion of an outstanding stock option previously issued to Mr. King, representing the right to purchase 17,856 shares of common stock of the Company; and (v) a period of six months to exercise vested stock options (unless any such stock option sooner terminates by its terms). The Severance Agreement includes a mutual waiver and release of claims and other standard terms.
another good article....
what will the ASM bring?
https://www.reuters.com/article/uk-biotech-m-a-analysis/11-billion-biotech-binge-fuels-forecasts-of-2018-ma-surge-idUSKBN1EX1KF
think outside the bun... the purchaser of the IP prob has great demand for specialty biotech manufacturing on small scale... an avid contract as part of IP sale could take risk out of BP with an option to buy into Avid ... lots of parts to work with.... a cave man could put this deal together...
i talked to one hedge fund w/ a sizeable position back in the summer...
he gave the IP zero value and would be pleasantly surprised if there was value... their focus on DD was Avid and they did a lot of DD...
and a $1 bil plus value once AVID straightened out... they thought the SK mgmt crew was inept and had to go...
i argued the IP had value and his response was "I hope you are right"...
Come Monday a new start w/ capable hands in a fast growing industry... the issue right now is how much capital will come from the IP to jump start the new venture..... we should know in the next two months... in the meantime the macro conditions...
* High demand for drugs/molecules that expand the I-O space w/ checkpoint inhibitors
* BP armed with lots of cash and one time window to bring $170 bil home
* High demand for biotech manufacturing....
So if the IP has any value, it has a for sale sign on it at the local PS estate sale, private invitation only and bring the checkbook cause this stuff is moving... we will get what the market will bear for the IP... the issue is how much front end vs back end, if any. and it is truly a shame that Thorpe's work to a large extent has been squandered by malfeasance. But we are where we are at w/ Ronin's help. Without adult intervention we would back w the old crew and we could have missed both chances w/ AVID or the IP... 41 shares is hardly an incentive to walk away from the $400k gravy train. Just remember with the DS settlement they were kind enough to limit their pay to $400k and put a new board member on when bavi was approved. Thank you Ronin for seeing some value potential once the rats were removed.
A few contract announcements and a capital infusion will get a nice bounce... astronomical? no but deal with the cards that have been dealt...
and this time we have a BOD that is on our team.... Team SK was escorted out of town hopefully never to return.... Happy New Year
i think the market will tell us within 60 days...
and more important, it is not a three person club of insiders with no oversight... i would doubt any of the current seven would even go for any funny biz...
yes a lot of unknowns.... mgmt has to know the spotlight is on... and having seven BOD members with experience is a plus....
all in all we are in a much better position now that the foxes have been thrown out of the henhouse...
will there be other foxes taking over? possible but much tougher to do ... and the consensus among the current crew is to maximize the Avid side of the biz...
My guess is the current BOD and mgmt team are well aware of their fiduciary duties. One could not ask for a better time to put the IP in play with respect to capital availability and motivation from BP. So if there is a competitive mrkt with respect to PPHM IP, shareholders should get the "fair" value. The issue is the "risk" adjusted value taking into account the amount of capital required for approval and the probability of success.
So a real simple RFP process with spelled out weightings for upfront, milestone and CVR payments would be a good way to flush this out and show a competitive bidding situation. My guess is SK had set up the dialogues (assuming he was honest about the interest in bavi) and the unrealistic requirements of keeping the old mgmt team/BOD in place are gone... maybe another good reason why a clean sweep of mgmt.
My guess is the game plan is to start fresh, announce some AVID success and jump start the company with a capital infusion from the sale of the IP... get institutions on board... probably not astronomical but a solid start...
If I was a betting man, AZN still makes a lot of sense... extra manufacturing facilitates in CO, need to improve pdl... ovarian cancer and exosomes... biomanufacturing demand from AZN for in-house and partner trials... at a minimum they should be able to make something work with those pieces...
novartis should have some inside skinny w/ xencor connections... car-t needs..
keytruda test postponed?
lots of potential players... hopefully very competitive w/ some cvr component..
nothing better than a "remove the criminals prior to closing clause" ...all imho
another reason SK had to go... remove all the stink... start w/ a clean slate...
remember the "retain US rights" mantra.... my guess as to why SK is gone... difference of opinion and his didn't count...
also think there are some human assets like Nikoletta that should be an asset in the IP transition...
Last two CC's where Lias has been involved. Also SK was usually reliable on his IP projections as to presenting at conferences etc.
So what is the IP worth?
From 12-2017 CC excerpts from Lias
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=136837386
As discussed, during our Q1 earnings call last September (9-11-17), the company is undergoing a broad-scale transformation, the goals of which are to shift complete focus to the Avid Bioservices contract development and mfg. business [CDMO] and the complete divestiture of all of Peregrine's legacy R&D assets, which include bavituximab.
Before turning over the call to Paul, I'd like to address 2 addl. steps that must be completed in order to finalize & formalize this transition: First, as discussed previously, we are in active discussions to divest the legacy Peregrine R&D assets and have taken action to formally wind down all R&D related activities not required to effect the transaction.
We are currently taking steps to effect this transition, and we expect to have the entire process complete in early 2018.
Sunrise presentation…. 10-17-17 shows bavi helps checkpoint I-O and enlarges footprint… ie more people can take keytruda/opdivo
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=135586168
Sept 17 CC SK’s comments on R&D
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=134683499
As we focus on the success of the CDMO business, we have been evaluating the best options for divesting our R&D assets. The goal being to find a partner that will make a significant short-term investment in the bavituximab program in order to validate the subset analysis from the Phase III SUNRISE trial and build on recent data from our collaborators. The subset analysis, which supports the combination of bavituximab with checkpoint inhibitors, is compelling but needs further clinical validation. This data, combined with findings from our collaborators at Memorial Sloan Kettering Cancer Center (MSKCC – See 4-14-17: http://tinyurl.com/lxlltd6 ) supporting combinations with cellular therapies including CAR-T and the ongoing trials from our partners at the National Comprehensive Cancer Network (NCCN), all as outlined in our earnings release, have bolstered our belief that our bavituximab program can be successfully advanced in the right hands. However, there is still much work to be done to realize this value. For this reason, we have concluded that in order to best position Peregrine’s R&D assets for successful development, they should be advanced by a partner with the appropriate expertise and ample resources to invest in the necessary clinical trials. To that end, we have been working diligently towards the transformation of the overall business to becoming a pure-play CDMO, while assessing the best strategic options for the R&D assets that would allow stockholders to directly see the future value from their continued developments. By partnering and eliminating future R&D expenditures, we believe we are best positioning Avid for future growth.
In Q&A
GZ: ”Okay. Roger, welcome and good luck in meeting objectives. I also have a question for Steve regarding bavituximab, because you barely touched on it in your prepared remarks. Could you remind me of what are some of the near-term milestones? Are you going to be presenting anything at SITC’17 [Nov8-12 2017 Natl-Harbor MD], for example, or any other medical conferences?”
Steve King: So for bavituximab, we have a few things on the horizon. Obviously, we recently announced that the NCCN studies are starting to kickoff and one of those I think that’s particularly important is a combination with Keytruda in Head & Neck cancer. Clearly the data, the subset analysis from the SUNRISE trial really supports moving these kind of combinations forward, naturally where we feel that the focus of the program should be in moving forward. In addition, we have other investigators who have expressed interest in running studies that we hopefully would be able to start over the near term with other combinations with the checkpoint inhibitors in actually new indications. And so, those are some of the milestones. Absolutely, you’ll continue to see data coming out at conferences like SITC and AACR and a series of other conferences highlighting both the potential of bavi in combination with checkpoint inhibitors and combinations with cellular therapies such as CAR-T and other cellular therapies that are emerging. I think importantly from the standpoint of finding the right partner for the program, it’s really important that it is a living program and that it is active and that we’re continuing to garner the sort of interest we are from key opinion leaders and from others who really want to see the program advancing and do think it could potentially be a perfect fit with these I/O combinations. So yes, I think you’ll see lots of information coming out. And again, hopefully we’re able to find that right partner here over the short term that will really be able to not just oversee these studies but really boost the program, because it’s very important that we find a partner that’s willing to invest significant dollars upfront here in advancing the program, because we need to really illustrate the proof of concept that the subset analysis from the SUNRISE study is valid