Replies to post #65 on ANI Pharmaceuticals (ANIP)

[Just the facts maam]

Pete, the following should clear it up. The Contingent Value Rights Agreement Annex G of the 4323b filing dated 2013-05-08 explains it all.

Basically, if licensed we are entitled to CVR payments. The Rights agent will get paid by the company and will in turn pay us.

Annex G

Definition section

"LibiGel Assets" means the intellectual property rights and know-how and related assets, that currently are or have been used in the research, development and manufacture of the Company's LibiGel® product, a proprietary transdermal testosterone formulation subject to a license agreement with Antares Pharma Inc., including all Company generated regulatory filings, clinical and non-clinical safety, efficacy and pharmacokinetic data, compiled by or on behalf of the Company in connection with the development of the LibiGel product.


"LibiGel Transaction" means the full or partial sale, license, transfer or other disposition entered into by the Company or any Subsidiary prior to Outside Date with any Person (other than any of the Company's Subsidiaries) with respect to the LibiGel Assets. For purposes of clarity, more than one transaction can constitute a LibiGel Transaction pursuant to this Agreement.

2.4 Payment Procedures.

(a) Promptly following the occurrence of a LibiGel Transaction as to which the Holders are entitled to receive a CVR Payment Amount, but in no event later than thirty (30) days after the occurrence of such a LibiGel Transaction, and within 30 days after end of any calendar quarter in which the Company has received Net Revenues, the Company will deliver to the Holder Representative and the Rights Agent a certificate (the "Achievement Certificate"), certifying that the Holders are entitled to receive a CVR Payment Amount (and setting forth the calculation of the CVR Payment Amount). No transaction described in Section 6.1(a) hereof will give the Holders the right to receive a CVR Payment Amount.

Covenants

4.1
List of Holders.
The Company will furnish or cause to be furnished to the Holder Representative and the Rights Agent in such form as the Company receives from its transfer agent (or other agent performing similar services for the Company), the names, addresses and shareholdings of registered holders of Common Stock as of 5:01 p.m. Eastern Daylight Time on the Record Date. The Company will promptly furnish an electronic copy of the CVR Register to the Holder Representative upon written request from the Holder Representative.

4.2
Payment of CVR Payment Amount.
The Company will duly and promptly pay the CVR Payment Amount, if any, in immediately available funds, to the Rights Agent to be distributed to the Holders in the manner provided for in Section 2.4 and in accordance with the terms of this Agreement.

Even if ANI us acquired, the acquiring company is bound to pay out the CVRs if Libigel is marketed.

6.1 The Company May Consolidate, Etc.
(a) Except as contemplated by the Merger, the Company will not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(i) the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety (the "Surviving Person") will expressly assume payment (if and to the extent required hereunder) of amounts on all the CVRs and the performance of every duty and covenant of this Agreement on the part of the Company to be performed or observed; and

(ii) the Company has delivered to the Holder Representative and the Rights Agent an Officer's Certificate, stating that such consolidation, merger, conveyance, transfer or lease complies with this Article VI and that all conditions precedent herein provided for relating to such transaction have been complied with.

(b) In the event the Company conveys, transfers or leases its properties and assets substantially as an entirety in accordance with the terms and conditions of this Section 6.1, the Surviving Person will be liable for the payment of the CVR Payment Amount and the performance of every duty and covenant of this Agreement on the part of the Company to be performed or observed.

They do not restrict it to Libigel for HSSD, Testosterone Replacement Therapy through Antares patent and the CV reduction and commercial production patent applications are all Libigel Assets.

Personally, I think they will be worth full value at some time. Especially if the CV benefits are further validated. HSDD is small potatoes in comparison to the CV benefits they are claiming.