DGAP-Adhoc: PAION GRANTS COSMO PHARMACEUTICALS REMIMAZOLAM LICENSE IN THE U.S. AND COSMO BECOMES LARGEST SHAREHOLDER OF PAION AG


PAION AG  / Key word(s): Contract

24.06.2016 19:26

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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PAION GRANTS COSMO PHARMACEUTICALS REMIMAZOLAM LICENSE IN THE U.S. AND
COSMO BECOMES LARGEST SHAREHOLDER OF PAION AG

  - Cosmo to make EUR 10 million upfront license fee payment to PAION

  - PAION entitled to receive up to EUR 42.5 million in milestone payments
    and significant double-digit tiered royalties

  - PAION resolves issuance of 5,064,194 new shares to a subsidiary of
    Cosmo by way of a private placement and receives EUR 9.6 million

Aachen (Germany), 24 June 2016 - Today, PAION AG, a specialty pharma
company (ISIN DE000A0B65S3; Frankfurt Stock Exchange Prime Standard: PA8),
and Cosmo Technologies Ltd., a subsidiary of Cosmo Pharmaceuticals N.V.,
("Cosmo") entered into a license agreement for remimazolam. The agreement
grants Cosmo Technologies Ltd. an exclusive license for the development and
commercialization of PAION's lead drug candidate, remimazolam, in the
territory of the United States.

Under the license agreement, PAION will receive a EUR 10 million upfront
licence fee payment. In addition, PAION is entitled to receive additional
payments of up to EUR 42.5 million contingent upon certain milestones
related to the U.S. regulatory approval process and, upon commercialization
of remimazolam in the U.S., following regulatory approval, tiered royalties
on net sales in the U.S. ranging from 20% to 25%, which may be adjusted
under certain conditions but not to below 15% of net sales.

Under the terms of the license agreement, Cosmo has the right to further
develop and commercialize remimazolam in the U.S., while bearing all future
associated costs for market authorization and distribution. However, PAION
will be responsible for and bear the cost associated with the completion of
the ongoing U.S. trials in procedural sedation.

At the same time, Granell Strategic Investment Fund Limited ("Granell"),
another subsidiary of Cosmo, entered into an investment agreement with
PAION AG, pursuant to which it has committed to invest EUR 10 million in
shares of PAION AG. In this context, PAION AG today resolved to issue
5,064,194 new shares of PAION AG at a price of EUR 1.90 per share (5-day
VWAP) for a total of EUR 9.6 million to Granell under exclusion of
shareholders' subscription rights. The remaining amount of EUR 0.4 million
will be invested at a later date. The shares issued to Granell will be
subject to a 12-month lock-up period. Upon completion of the private
placement, which is expected to occur on 29 June 2016, Granell will hold
approximately 9% in PAION AG's issued share capital. Under the Investment
Agreement, PAION has undertaken, subject to approval by the Company's
shareholders' meeting, to cause the appointment of one supervisory board
member proposed by Cosmo to the Company's supervisory board.

Due to the significant impact of the license agreement and the investment
agreement on PAION's net assets, financial position and results of
operations, PAION will adapt the financial outlook for 2016 given on 22
March 2016 in connection with the publication of PAION's annual financial
results 2015. A new outlook will be published later in the course of 2016.

###

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

COSMO Contact
Dr. Chris Tanner
Cosmo Pharmaceuticals NV
Riverside II
Sir John Rogerson's Quay
Dublin 2, Ireland
investor.relations@cosmopharma.com
+353 1 817 03 70

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.


24.06.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap.de

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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:       Regulated Market in Frankfurt (Prime Standard); Regulated
              Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich,
              Stuttgart
 
End of Announcement                             DGAP News-Service
 
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