ACADIA TALKS TROFINETIDE, page-57

Sillazze

With respect to your last point, Acadia is well within its rights to delay the trofinetide study due to Covid-19. Under the force majeure clause (23) such delay would not be considered a breach of the agreement.

On the other matter of what would happen if another party offered to acquire Neuren in the near-term, yes, that could force Acadia to offer more than it otherwise may have, but only if Acadia is absolutely determined that it will acquire Neuren.

However, if acquiring Neuren is simply a preferred, but flexible plan, Acadia may choose to pass on outbidding any potential acquirer. It’s not desperate for development programs - it would still have trofinetide in Fragile-X to complete, plus options to develop trofinetide in other indications (without having to consult with anyone) and it now has the Vanderbilt molecules to develop as well.

Also, Acadia has no cause to feel threatened by NNZ-2591, be it in the hands of Neuren or a licensee or acquirer. Clause 8(d) of the licensing agreement strictly forbids Neuren or any licensee or acquirer from developing, commercializing or administering NNZ-2591 (or similar product) to any patient diagnosed with either Rett syndrome or Fragile-X in its territories. The penalty for breach of this clause (Clause 8.3) is that Acadia immediately gets an exclusive global licence to NNZ-2591.

As for the likelihood of another company wishing to acquire Neuren in the near future for a sum in excess of A$750m, it’s unlikely, I think, that another company would be willing commit this much money

(1) prior to either safety (Phase 1) or proof of concept data (Phase 2) in NNZ-2591 being available or
(2) receipt of future milestone/royalty/PRV revenue streams is at least partly derisked by successful Phase 3 Rett results already being in.