DGAP-News: PAION GRANTS PENDOPHARM EXCLUSIVE OPTION TO REMIMAZOLAM IN CANADA

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| Source: EQS Group AG
DGAP-News: PAION AG / Key word(s): Contract
PAION GRANTS PENDOPHARM EXCLUSIVE OPTION TO REMIMAZOLAM IN CANADA

13.06.2014 / 01:04

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NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

PRESS RELEASE 

PAION GRANTS PENDOPHARM EXCLUSIVE OPTION TO REMIMAZOLAM IN CANADA 

  - Pendopharm's European affiliate, Pharmascience International Limited,
    has committed to invest up to EUR 4 million in connection with the
    upcoming planned rights offering of PAION

  - PAION and Pendopharm agreed on the principal terms of an exclusive
    license for Remimazolam in Canada and have executed an exclusivity
    agreement

  - PAION to receive up to CAD 5.7 million (approx. EUR 3.8 million) in
    milestone payments, plus significant double digit tiered royalties
    starting at 15% under the exclusive license agreement

Aachen (Germany), 13 June 2014 - PAION AG, a Specialty Pharma Company (ISIN
DE000A0B65S3; Frankfurt Stock Exchange Prime Standard: PA8) and Pendopharm,
a division of Pharmascience Inc., headquartered in Montreal, Canada, have
entered into an exclusivity agreement concerning a license agreement for
Remimazolam. The license agreement is not yet executed but all principal
terms have been agreed. The agreement grants Pendopharm an exclusive
licence for the development and commercialization in the territory of
Canada.

Under the licence agreement, PAION will be eligible to receive future
milestone payments of CAD 5.7 million (approx. EUR 3.8 million) and
significant double digit tiered royalties on net sales in Canada starting
at 15%. Pursuant to the exclusivity agreement, Pendopharm's European
affiliate, Pharmascience International Limited, has committed to invest up
to EUR 4 million in shares not subscribed by PAION's shareholders at the
end of the upcoming planned rights offering at a 10% premium to the
theoretical ex-rights price of PAION's share price. The investment is
subject to PAION's planned rights offering generating the necessary funds
to conduct the US phase III program in procedural sedation. If, at the end
of the rights offering, insufficient new shares are available to permit the
full investment of the EUR 4 million, PAION has the right to require
Pendopharm or Pharmascience International Limited, within an agreed time
period after the rights offering, to invest the remaining portion of the
EUR 4 million in shares of PAION in a separate private placement at a 10%
premium to the then current market price. In certain cases, Pendopharm and
Pharmascience International Limited, instead of investing the remainder of
the EUR 4 million in a separate private placement, will make a cash payment
to PAION in an amount equal to 10% of the remaining investment amount.

Dr Wolfgang Söhngen, CEO of PAION, commented: "With Pendopharm's existing
franchise in the GI space and market leading position in colonoscopies, the
company is an ideal partner sharing PAION's philosophy to improve conscious
sedation in the hospital and outpatient setting. The agreed royalty rate
indicates a benchmark for future licence agreements in Western countries.
We are grateful that Pendopharm and its European affiliate have agreed to
commit to be a backstop investor and to pay a premium in the upcoming
fundraising. Our "String of Pearls" strategy will be continued."

Dr David Goodman, CEO of Pharmascience Inc. added: "We are very pleased to
be working with PAION to bring Remimazolam to Canada. Remimazolam is a
strategic fit with both our GI and hospital specialty products, and brings
another innovative product to the Pendopharm portfolio with attractive
therapeutic benefits for patients."

###

About Remimazolam
Remimazolam is an innovative short-acting general anaesthetic/sedative. Due
to its short duration of action and good controllability, it has a
preferable efficacy and safety profile relative to other currently marketed
anaesthesia compounds. The rapid offset of Remimazolam's effect is due to
its metabolism by tissue esterase enzymes that are widely distributed
throughout the body.

Remimazolam has potential in three indications:
  - Procedural sedation 

  - General anaesthesia 

  - ICU sedation

Remimazolam is available for licensing outside Japan, China, Russia (CIS)
Turkey, South Korea and Canada, where the compound is partnered with, Ono
Pharmaceutical, Yichang Humanwell, R-Pharm, Hana Pharm and Pendopharm.

About PAION
PAION AG is a publicly-listed Specialty Pharma Company headquartered in
Aachen, Germany with a second site in Cambridge, UK. The company has a
track record in developing hospital-based treatments for which there is
substantial unmet medical need. PAION AG is transforming its business model
from a pure development company to a specialty pharmaceutical company with
a focus on anaesthesia products to take advantage of the unique profile of
its main compound, Remimazolam.

About Pendopharm, a Division of Pharmascience Inc.   
Pendopharm is a division of Pharmascience Inc., a Canadian privately-owned
company. Established in 1983, Pharmascience Inc. is Canada's 10th largest
pharmaceutical company, with a highly-skilled workforce of 1,400 people.
Pharmascience commercializes over 400 products, including branded
prescription, OTC and BTC products as well as generic products in Canada
and with its affiliates and distributors in to over 60 countries worldwide.
Strategically committed to growth, Pendopharm is actively engaged in
licensing, partnering, developing and marketing late-stage specialty
prescription medicines as well as consumer brands.
http://www.pendopharm.com

PAION Contact
Ralf Penner
Director Investor Relations / Public Relations
PAION AG
Martinstrasse 10-12
52062 Aachen - Germany
Phone: +49 241 4453-152
E-mail: r.penner@paion.com
www.paion.com 

Pendopharm Contact
Isabelle Vezina
Senior Director, Marketing
Pendopharm, a division of Pharmascience Inc.
6111, Royalmount Avenue, Suite 100
Montreal, Quebec H4P 2T4, Canada
Phone: +1 514 340 9800
Email: ivezina@pendopharm.com
www.pendopharm.com

Disclaimer:

This release contains certain forward-looking statements concerning the
future business of PAION AG. These forward-looking statements contained
herein are based on the current expectations, estimates and projections of
PAION AG's management as of the date of this release. They are subject to a
number of assumptions and involve known and unknown risks, uncertainties
and other factors. Should actual conditions differ from the Company's
assumptions, actual results and actions may differ materially from any
future results and developments expressed or implied by such
forward-looking statements. Considering the risks, uncertainties and other
factors involved, recipients should not rely unreasonably upon these
forward-looking statements. PAION AG has no obligation to periodically
update any such forward-looking statements to reflect future events or
developments.

This release does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of PAION AG in the United
States, Germany or any other jurisdiction. Neither this announcement nor
anything contained herein shall form the basis of, or be relied upon in
connection with, any offer or commitment whatsoever in any jurisdiction.
The offer will be made exclusively by and on the basis of a securities
prospectus that will be published following approval by the German
Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht). It is anticipated that this prospectus will
be published on PAION AG's website and that free-of-charge copies will,
inter alia, be made available at the premises of PAION AG (Martinstrasse
10-12, 52062 Aachen, tel.: +49 241 4453-0). The securities of PAION AG may
not be offered or sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933, as
amended (the "Securities Act"). The securities of PAION AG have not been,
and will not be, registered under the Securities Act.

In the United Kingdom, this document is only being distributed to and is
only directed at persons who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are
persons falling within Article 49(2)(a) to (d) of the Order (high net worth
companies, unincorporated associations, etc.) (all such persons together
being referred to as "Relevant Persons"). This document is directed only at
Relevant Persons and must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to which this
document relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.


End of Corporate News

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13.06.2014 Dissemination of a Corporate News, transmitted by DGAP - a
company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Language:    English                                               
Company:     PAION AG                                              
             Martinstr. 10-12                                      
             52062 Aachen                                          
             Germany                                               
Phone:       +49 (0)241-4453-0                                     
Fax:         +49 (0)241-4453-100                                   
E-mail:      info@paion.com                                        
Internet:    www.paion.com                                         
ISIN:        DE000A0B65S3                                          
WKN:         A0B65S                                                
Listed:      Regulierter Markt in Frankfurt (Prime Standard);      
             Freiverkehr in Berlin, Düsseldorf, Hamburg, München,  
             Stuttgart                                             
 
 
End of News    DGAP News-Service  
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