1
|
NAME OF REPORTING PERSON
BIOTECHNOLOGY VALUE FUND, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
4,748,420*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
4,748,420*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,748,420*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BIOTECHNOLOGY VALUE FUND II, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
3,043,027*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
3,043,027*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,043,027*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BIOTECHNNOLOGY VALUE TRADING FUND OS, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
742,489*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
742,489*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
742,489*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BVF PARTNERS OS LTD.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
742,489*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
742,489*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
742,489*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%*
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
BVF PARTNERS L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
18,799,368*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
18,799,368*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,799,368*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%*
|
||
14
|
TYPE OF REPORTING PERSON
PN, IA
|
1
|
NAME OF REPORTING PERSON
BVF INC.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
18,799,368*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
18,799,368*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,799,368*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%*
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
MARK N. LAMPERT
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
18,799,368*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
18,799,368*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,799,368*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%*
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 4.
|
Purpose of Transaction.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Letter Agreement, dated January 11, 2016.
|
BIOTECHNOLOGY VALUE FUND, L.P.
|
|||
By:
|
BVF Partners L.P., its general partner
|
||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BIOTECHNOLOGY VALUE FUND II, L.P.
|
|||
By:
|
BVF Partners L.P., its general partner
|
||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BIOTECHNOLOGY VALUE TRADING FUND OS, L.P.
|
|||
By:
|
BVF Partners L.P., its investment manager
|
||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BVF PARTNERS OS LTD.
|
|||
By:
|
BVF Partners L.P., its sole member
|
||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BVF PARTNERS L.P.
|
|||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BVF INC.
|
|||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
/s/ Mark N. Lampert
|
|
MARK N. LAMPERT
|
|
1.
|
Board Nomination Rights.
|
|
2.
|
Stockholder Meetings.
|
|
3.
|
Board Committees.
|
|
a.
|
The Board shall immediately establish a committee of the Board (the “CEO Search Committee”) to oversee a search to identify a new President and Chief Executive Officer (“CEO”) of the Company and recommend to the Board that such individual be hired as the new CEO. The Company agrees that it will not offer employment to any person to serve as CEO, or any person performing services typically performed by a CEO, without the unanimous approval of each member of the CEO Search Committee, other than Dr. Christopher Henney’s preexisting appointment as interim CEO.
|
|
b.
|
The CEO Search Committee shall consist of three (3) members. Its members shall include Mark N. Lampert, or if Mr. Lampert is not a member of the Board, the Class I Designee.
|
|
c.
|
The Company hereby represents that there is currently no executive committee of the Board, and that if prior to the Expiration Date the Board determines to form an executive committee of the Board, then Mark Lampert, or if he is not currently on the Board, then the Designee that replaced him, if applicable, shall be appointed to serve on such executive committee.
|
|
4.
|
Standstill.
|
|
i.
|
“Representatives” shall mean each Stockholder’s officers, directors, employees, accountants, counsel, investment banks, consultants, general partners, managing members, agents and other representatives;
|
|
ii.
|
“Acquisition Transaction” shall mean any transaction (whether merger, stock purchase, tender offer, asset purchase or otherwise) or possible transaction involving the acquisition of debt of the Company or greater than 50% of the Company’s voting securities, or substantially all of the Company’s assets;
|
|
iii.
|
“Expiration Date” shall mean the date the Designation Right terminates in accordance with Section 5(a) of this Letter Agreement; and
|
|
i.
|
initiate or publicly support any proposal or indication of interest for, or offer with respect to, any Acquisition Transaction;
|
|
ii.
|
initiate or publicly support any proposal for any Acquisition Transaction, recapitalization, reorganization, joint venture, liquidation, dissolution, spin-off or split-off, business combination or other extraordinary transaction involving the Company or any of the Company’s subsidiaries or any of their debt, securities or assets;
|
|
iii.
|
seek or propose to influence, advise, change or control the management, the Board, governing instruments or policies or affairs of the Company, including by means of seeking to influence, advise or direct the vote of any third-party holder of debt or voting securities of the Company, or by engaging in, directly or indirectly, any “solicitation” (as defined in Rule 14a-1 of Regulation 14A) of proxies (or written consents) or otherwise become a “participant in a solicitation” (as such term is defined in Instruction 3 of Schedule 14A of Regulation 14A under the Exchange Act) in opposition to the recommendation or proposal of the Board, or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of the Common Stock or grant a proxy with respect to the voting of the Common Stock or other voting securities to any person other than to the Board or persons appointed as proxies by the Board;
|
|
iv.
|
submit any stockholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board (including by way of Rule 14a-11 of Regulation 14A), other than as expressly permitted by this Letter Agreement;
|
|
v.
|
publicly seek election of or publicly seek to place a director on the Board, or publicly seek the removal of any director of the Company, or call or seek to have called any meeting of the stockholders of the Company or any “referendum” (whether or not precatory) of the stockholders of the Company, wage a consent solicitation, or execute any written consent in lieu of a meeting of the stockholders of the Company in connection with the foregoing matters, other than as expressly permitted by this Letter Agreement;
|
|
vi.
|
form, join in or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, other than to the extent such a group may be deemed to result with the Company or any of its affiliates as a result of this Letter Agreement; provided, however, the restrictions of this subsection (vi) do not apply to such group formed by the filing of its Schedule 13D, filed with the Securities and Exchange Commission (the “SEC”) on December 21, 2015 (the “Schedule 13D”) or to the addition to such group of any future affiliates of the Stockholders;
|
|
vii.
|
acquire, or offer, seek or agree to acquire, by purchase or otherwise, or direct any third party in the acquisition of, any voting securities or assets of the Company, or rights or options to acquire any voting securities or assets of the Company, or engage in any swap or hedging transactions or other derivative agreements of any nature with respect to voting securities, in each case if such acquisition or transaction would result in the Stockholders having beneficial ownership of more than 19.99% of the Company’s outstanding common stock;
|
|
viii.
|
advise, assist, encourage or knowingly finance any person in connection with any of the foregoing prohibited actions listed in clauses (i) through (vii);
|
|
ix.
|
publicly disclose any plan, intention or proposal to do any of the prohibited actions listed in clauses (i) through (viii); and
|
|
x.
|
make any public disclosure or take any action that could require the Company to make any public disclosure, with respect to any of the prohibited actions listed in clauses (i) through (ix).
|
|
5.
|
Termination.
|
|
6.
|
Non-disparagement and Confidentiality.
|
Oncothyreon Inc.
2601 Fourth Avenue, Suite 500
Seattle, Washington 98121
Attention: Corporate Secretary
Tel: (206) 801-2100
Email: jeastland@oncothyreon.com
|
With a copy to:
|
Fenwick & West LLP
1191 Second Avenue, 10th Floor
Seattle, Washington 98101
Attention: Effie Toshav
Tel: (206) 389-4510
Email: etoshav@fenwick.com
|
BVF Partners, L.P.
One Sansome Street, 30th Floor
San Francisco, CA 94104
Attention: Spike Loy
Tel: (415) 525-8890
Email: Loy@bvflp.com
|
With a copy to:
|
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, NY 10022
Attention: Adam W. Finerman, Esq.
Tel: (212) 451-2289
Facsimile: (212) 451-2222
Email: afinerman@olshanlaw.com
|
|
8.
|
Miscellaneous.
|
|
a.
|
This Letter Agreement may not be amended, supplemented or modified except in writing, duly executed by all of the parties.
|
|
b.
|
No later than two (2) business days following the execution of this Letter Agreement, (i) the Stockholders shall file with the SEC an amendment to the Schedule 13D in compliance with Section 13 of the Exchange Act, reporting their entry into this Letter Agreement, disclosing applicable items to conform to its obligations hereunder and appending this Letter Agreement as an exhibit thereto and (ii) the Company shall file with the SEC a Current Report on Form 8-K, reporting its entry into this Letter Agreement and appending this Letter Agreement. Each party shall provide the other its respective Representatives with a reasonable opportunity to review such filings prior to it being filed with the SEC and consider in good faith any comments of the other party and its Representatives.
|
|
c.
|
If any term, provision, covenant or restriction of this Letter Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Letter Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the parties that the parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the parties agree to use their reasonable best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.
|
|
d.
|
This Letter Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. Each of the parties represents that they has been advised by counsel in connection with their review, execution and delivery of this Letter Agreement.
|
|
e.
|
This Letter Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware.
|
|
f.
|
This Letter Agreement may be executed in more than one counterpart. Each such counterpart shall be deemed an original and all counterparts, taken together, shall constitute one and the same instrument. Signatures to this Letter Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing the original signature.
|
|
g.
|
Neither this Letter Agreement nor any rights or obligations hereunder shall be assigned or delegated by any party without the prior written consent of the other party.
|
ONCOTHYREON INC.
|
|||
By:
|
/s/ Dr. Christopher Henney, Ph.D. | ||
Name:
|
Dr. Christopher Henney, Ph.D. | ||
Title:
|
Chairman of the Board of Directors |
BIOTECHNOLOGY VALUE FUND, L.P.
|
|||
By:
|
BVF Partners L.P., its general partner
|
||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BIOTECHNOLOGY VALUE FUND II, L.P.
|
|||
By:
|
BVF Partners L.P., its general partner
|
||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BIOTECHNOLOGY VALUE TRADING FUND OS, L.P.
|
|||
By:
|
BVF Partners L.P., its investment manager
|
||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BVF PARTNERS OS LTD.
|
|||
By:
|
BVF Partners L.P., its sole member
|
||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BVF PARTNERS L.P.
|
|||
By:
|
BVF Inc., its general partner
|
||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|
BVF INC.
|
|||
By:
|
/s/ Mark N. Lampert
|
||
Name:
|
Mark N. Lampert
|
||
Title:
|
President
|