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Post# of 251748
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Re: DewDiligence post# 234671

Tuesday, 10/06/2020 9:35:22 PM

Tuesday, October 06, 2020 9:35:22 PM

Post# of 251748
RVNC: You are correct. In the original Preliminary Prospectus dated 9/10/2020 from Brett Saunders' SPAC, Vesper Healthcare Acquisition, no mention was made of a non-compete between Saunders and AbbVie. However, the final prospectus dated 9/30/2020 inserted the following description of the non-compete:

Under the terms of their respective separation agreements with AbbVie, Mr. Saunders and Dr. Narasimhan have agreed, for a period ending in May 2021 (in the case of Mr. Saunders) and November 2020 (in the case of Dr. Narasimhan), not to engage in certain activities related to the development, manufacture or sale of drug products in material and direct competition with any of the five products that accounted for the greatest amount of revenues of Allergan for the four fiscal quarters preceding the termination of Mr. Saunders’ and Dr. Narasimhan’s employment with Allergan.


https://sec.report/Document/0001213900-20-029278/

Assuming RVNC is a potential target of the SPAC, query whether the non-compete would preclude Saunders from engaging in non-binding negotiations for a take-over of RVNC prior to the May expiration of the non-compete. Without seeing a full copy of the separation agreement, I would be reluctant to make a guess.

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