Gene material – Genetic Science Services http://geneticscienceservices.com/ Tue, 24 May 2022 07:50:51 +0000 en-US hourly 1 https://wordpress.org/?v=5.9.3 https://geneticscienceservices.com/wp-content/uploads/2021/10/icon-7.png Gene material – Genetic Science Services http://geneticscienceservices.com/ 32 32 Genetic Materials Market 2022 Industry Analysis, Size, Share, Trends, Demand, Growth Opportunities, Geographic Segmentation and Forecast 2029 https://geneticscienceservices.com/genetic-materials-market-2022-industry-analysis-size-share-trends-demand-growth-opportunities-geographic-segmentation-and-forecast-2029/ Tue, 24 May 2022 07:50:51 +0000 https://geneticscienceservices.com/genetic-materials-market-2022-industry-analysis-size-share-trends-demand-growth-opportunities-geographic-segmentation-and-forecast-2029/ Germplasm market The 2022 to 2029 report mainly studies the size, recent trends and improvement status of the Genetic Materials market, as well as investment opportunities, government policy, market dynamics (drivers, restraints, opportunities), the supply chain and the competitive landscape. Technical invention and progression will further optimize product performance, making it more widely used in […]]]>

Germplasm market The 2022 to 2029 report mainly studies the size, recent trends and improvement status of the Genetic Materials market, as well as investment opportunities, government policy, market dynamics (drivers, restraints, opportunities), the supply chain and the competitive landscape. Technical invention and progression will further optimize product performance, making it more widely used in downstream applications. Moreover, Porter’s Five Forces Analysis (Potential Entrants, Suppliers, Substitutes, Buyers, Industry Competitors) provides crucial information for knowing the Germplasm market.

Get Free Sample Report (Full TOC, List of Tables & Figures, and Chart) @ https://www.databridgemarketresearch.com/request-a-sample/?dbmr=global-genetic-material-market

(Sample of this report is readily available upon request with Impact of COVID-19 on this industry.)

Content of this sample report:
• A brief introduction to the scope and methodology of germplasm market research.
• Revenue analysis of leading and emerging players.
• Key highlights of growth drivers and market trends.
• Key overview of the final study.
• Graphical illustration of the regional analysis.

Germplasm Market Dynamics

According to Data Bridge Market Research, the genetic material market is witnessing significant growth in developing economies during the forecast period 2020-2027 due to factors such as prevalence of cancer and genetic disorders, introduction of testing genetics in oncology, preventive measures taken in early detection as well as a rising technological innovative product that will help drive the growth of the market.

Now the question is, what other regions are targeted by the germplasm market? Data Bridge Market Research estimated high growth for Asia-Pacific Genetic Material Market over the forecast period 2020-2027. New Data Bridge Market research reports highlight key growth factors and opportunities in the Genetic Materials Market.

Report scope

By type (DNA, RNA, genes, chromosomes)

By Application (Genomics, Proteomics, Bioinformatics, Synthetic Biology, Drug Discovery, Others)

By end user (pharmaceuticals and medicines, agriculture, other)

The Global Genetic Materials Study includes data from 2022 to 2029 useful for industry executives, marketing, sales and product managers, analysts and anyone looking for market data in one document easily accessible.

Germplasm Market – Company Profiles

Danaher.

  1. Hoffmann-La Roche SA

Eurofins Scientific

Illumina, Inc.

QIAGEN

Novartis AG

Thermo Fisher Scientific Inc.

Agilent Technologies, Inc.

Empire Genomics, LLC.

….

The full report is available (including full table of contents, list of tables and figures, charts and graph) @ https://www.databridgemarketresearch.com/toc/?dbmr=global-departmental-pacs-market

This report covers the current scenario and growth prospects of the Global Genetic Materials Market for the period 2022 to 2029. The study is a professional and in-depth study with about – no. of charts which provides statistics on the real scenario of the industry and acts as a valuable guide to lead companies and individuals interested in the field.

The Genetic Materials Market report answers the following queries:

What is the estimated size of the Genetic material market by 2029?

Which segment represented or a significant part of the Genetic material market in the past?

Which segment is expected to account for the largest market share by 2029?

Which governing bodies have approved the use of Genetic material?

Which region represents a dominant part of the Genetic material market?

Which region should create lucrative opportunities in the Genetic material market?

Browse full report details @ https://www.databridgemarketresearch.com/reports/global-departmental-pacs-market

Germplasm Market Scope and Market Size

The genetic material market is segmented on the basis of type, application and end user. The growth among these segments will help you analyze low growth segments within the industries and provide users with valuable market insight and market insights to help them make strategic decisions for identification of major market applications.

Based on type, the genetic material market is segmented into DNA, RNA, genes and chromosomes.

The germplasm market has also been segmented on the basis of end user into pharmaceuticals and drugs, agriculture and others.

Based on application, the genetic material market is segmented into genomics, proteomics, bioinformatics, synthetic biology, drug discovery and others.

Some excerpts from the table of contents

Global Germplasm Market Overview

Germplasm Size Comparison (Sales Volume) by Type (2022-2029)

Genetic Material Size (Consumption) and Market Share Comparison by Application (2022-2029)

Germplasm Size (Value) Comparison by Region (2022-2029)

Germplasm Sales, Revenue and Growth Rate (2022-2029)

Germplasm Competitive Situation and Trends

Players/Suppliers High Performance Pigments Manufacturing Base Distribution, Sales Area, Product Type

Analyze competitors, including all important genetic material parameters

Global Germplasm Manufacturing Cost Analysis

Marketing strategy analysis, research conclusion

In conclusion, the germplasm market The report is a reliable source for accessing research data that is expected to exponentially accelerate your business. The report provides information such as economic scenarios, benefits, limitations, trends, market growth rates, and figures. SWOT analysis is also embedded in the report, along with the speculation accessibility survey and the venture capital return survey.

Our reports will help customers resolve the following issues:-

Insecurity about the future:

Our research and insights help our clients anticipate future revenue buckets and growth ranges. This will help our clients invest or divest their assets.

Understanding Market Views:

It is extremely vital to have an unbiased understanding of market opinions for a strategy. Our insights provide an accurate view of market sentiment. We maintain this recognition by engaging with key opinion leaders across a value chain in each industry we track.

Understanding the most trusted investment centers:

Our research ranks the investment centers of the market considering their future demands, returns and profit margins. Our clients can focus on the most important investment centers by procuring our market research.

Assess potential business partners:

Our research and insights help our customers identify compatible business partners.

Thank you for reading this article; you can also get individual chapter wise section or region wise report version like North America, LATAM, Europe or Southeast Asia or just East Asia.

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Putin destroys doomsday supplies in Ukraine, wiping out vital genetic material | Science | News https://geneticscienceservices.com/putin-destroys-doomsday-supplies-in-ukraine-wiping-out-vital-genetic-material-science-news/ Thu, 19 May 2022 00:00:00 +0000 https://geneticscienceservices.com/putin-destroys-doomsday-supplies-in-ukraine-wiping-out-vital-genetic-material-science-news/ Kharkiv, Ukraine’s second largest city, has been constantly bombarded by Moscow forces since the invasion began on February 24. Now, reports suggest that Vladimir Putin’s army has destroyed a major science center that contained critical equipment needed for the end of the world scenarios. The National Plant Gene Bank of Ukraine, which was established in […]]]>

Kharkiv, Ukraine’s second largest city, has been constantly bombarded by Moscow forces since the invasion began on February 24. Now, reports suggest that Vladimir Putin’s army has destroyed a major science center that contained critical equipment needed for the end of the world scenarios. The National Plant Gene Bank of Ukraine, which was established in the 1990s as part of the Plant Genetic Resources of Ukraine (PGRU) project, was one of the largest such research centers in the world. .

By 2021, researchers had collected more than 150,000 specimens from hundreds of plant and crop species.

However, on May 14, a PGRU scientist, Sergey Avramenko, reported that the gene bank had been destroyed by Russian bombing.

In a video posted on his YouTube channel, he said: “Through deliberate bombardments, the Russian military destroyed the gene pool of world plants in Ukraine.
“Tens of thousands of plant varieties around the world have ceased to exist.

“It was a world-class collection with some varieties that were centuries old, old, and we’ll barely be able to restore them.”

This statement was later confirmed by local Ukrainian media and the country’s Foreign Ministry.

The government body tweeted: “In #Kharkiv, due to #Russian bombings, the one and only Ukrainian genebank was burnt down.

“160,000 seed samples have been wiped out, including unique samples that will not be restored.

“The institution survived WWII but was destroyed by the #Russians.”

READ MORE: Finland ready to go nuclear with warning to Putin after joining NATO

Despite the gruesome initial reports, it appears that the center was not completely destroyed and many gene samples were preserved.

Kharkiv’s official Twitter account noted that while Russian troops had destroyed some plant samples that were to be planted soon, a significant collection of species was elsewhere and was “unscathed”.

According to Nick Vangheluwe of Euroseed, a trade association for the European seed industry, while some of the working samples have been destroyed, the genebank’s main collection is actually housed in underground vaults and appears to be safe. .

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Why Sila’s Next Generation Si-Anode Material Will Help EV Adoption https://geneticscienceservices.com/why-silas-next-generation-si-anode-material-will-help-ev-adoption/ Wed, 18 May 2022 06:22:05 +0000 https://geneticscienceservices.com/why-silas-next-generation-si-anode-material-will-help-ev-adoption/ Listen to this article Reading time: 4 minutes Sila is making the next-generation silicon anode material, which it says will help boost electric vehicle sales. It has just been announced that Mercedes Benz will integrate its silicon anode chemistry into the electric G-Class for the first time. Kurt Kelty, vice president of marketing for Sila, […]]]>

Listen to this article

Reading time: 4 minutes

Sila is making the next-generation silicon anode material, which it says will help boost electric vehicle sales. It has just been announced that Mercedes Benz will integrate its silicon anode chemistry into the electric G-Class for the first time.

Kurt Kelty, vice president of marketing for Sila, tells Auto Futures how the company plans to improve energy density by using green materials and lower the price of batteries.

Kelty led the battery team at Tesla for more than a decade. Gene Berdichevsky, CEO and co-founder of Sila was Tesla’s seventh employee and worked as a battery manager creating the first batteries. Gleb Yushin, co-founder and CTO, is also a professor of materials science at the Georgia Institute of Technology.

“We have a great team, from semiconductor, energy, automotive and materials science with great intellectual property that sets us apart,” Kelty says.

He describes Alameda-based Sila as the largest battery company ever funded – with $925 million in funding and three hundred employees.

“We have been developing the technology for ten years with 50,000 interactions. We are determined and passionate about putting more electric vehicles on the road. We have created a material that allows customers to get a better product. The material allows for better energy density and increased range,” says Kelty.

Most batteries used for electric cars have graphite anodes. One problem with graphite is that 90% comes from China. Graphite’s CO2 emissions and environmental impact are high, says Kelty.

Sila silicon (Si) anodes that can replace graphite increase the energy density of Li-ion cells and can reduce Li-ion battery costs. A single atom of Si can store four atoms of lithium. To store the same four lithium atoms would require twenty-four carbon atoms in graphite anodes.

Another advantage of a silicon anode is that it stores lithium in a much smaller volume. Thinner Si anodes allow for much faster charging. Thinner electrodes allow lithium ions to reach the anode particles much faster and easier.

“We’ve been shipping since September from our research center in Alameda,” says Kelty. He notes that the material works with existing battery manufacturing processes.

Improving the carbon footprint of vehicles

The WHOOP 4.0 fitness tracker is the first product to use Sila materials in its battery.

Sila’s Si-anode material enabled WHOOP 4.0 to have 17% higher energy density, 33% size reduction, 5-day battery life, improved sealed battery, and improved biometric functionality.

The company recently purchased a 600,000 square foot facility in Moses Lake, Wash., on 160 acres to produce its proprietary US-made anode material.

“The plant is providing supply validation for greater production of anode material. We will mass-produce materials for electric vehicle batteries in early 2025,” Kelty says.

Mercedes-Benz and BMW are anchor investors. In a press release, Markus Schäfer, Member of the Management Board of Mercedes-Benz Group AG, Chief Technology Officer responsible for development and supply, said: “We are pleased to have Sila as a first-class partner. plan that will help us power our future generation of electric luxury vehicles with their highly innovative anode technology. Delivering such high energy density is a real game-changer and allows us to think in completely new directions when developing future electric cars.

In a white paper, Sila reports, “The increased energy density of Sila’s Sila anode enables EV manufacturers to have more range in the same battery footprint. Sila’s Sila anodes lighten the car body and are compatible with fast charging technology. Higher energy density lowers the cost per kWh. Using less anode material reduces the amount of electrolytes, separators, packaging, and other materials needed to complete the cell, further reducing lithium-ion battery costs.

Sila chose the Moses Lake location because there is cheap green electricity from hydroelectricity, Kelty says.

Kelty explains that there is pressure on electric automakers to show how green their vehicles are, carbon emissions and the integrity of their supply chains. By using Sila’s anode materials, they can improve the carbon footprint of their vehicles.

Sila 2022 26from webpage

Sand is a source for the Si-anode material

“The main remedy of our technology is silicon, derived from sand and energy. We work with our suppliers to ensure they meet our ethical standards and seek to source raw materials created with clean energy to reduce our carbon footprint,” Berdichevsky said in a statement to Auto Futures.

Sila’s white papers indicate that its next-generation anode, using its new chemistry and manufacturing process, can increase lithium-ion energy density by up to 40% and power density by up to 100%.

In a white paper, co-authored by Berdichevsky, the company’s vision for cheaper, longer-lasting battery cells from green materials is revealed.

“In the next five to ten years, we’ll see a $50 per kilowatt-hour (kWh) lithium-ion (Li-ion) battery cell capable of fast charging, over 10,000 cycles, over a million miles , a 30-year-lifetime battery, and produced with abundant raw materials found around the world and recycled. Demand for such a battery would reach unprecedented levels,” the company explained.

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AVENUE THERAPEUTICS, INC. such as entering into a material definitive agreement, notice of disbarment, or breach of a continuing listing rule or standard; Transfer of Registration, Change of Directors or Principal Officers (Form 8-K) https://geneticscienceservices.com/avenue-therapeutics-inc-such-as-entering-into-a-material-definitive-agreement-notice-of-disbarment-or-breach-of-a-continuing-listing-rule-or-standard-transfer-of-registration-change-of-directo/ Mon, 16 May 2022 21:38:08 +0000 https://geneticscienceservices.com/avenue-therapeutics-inc-such-as-entering-into-a-material-definitive-agreement-notice-of-disbarment-or-breach-of-a-continuing-listing-rule-or-standard-transfer-of-registration-change-of-directo/ Section 1.01 Entering into a Material Definitive Agreement. On May 11, 2022, Avenue Therapeutics, Inc. (the “Company”) has entered into a share contribution agreement (the “Contribution Agreement”) with its parent company Fortress Biotech, Inc. (“Fortress”), pursuant to which Fortress has agreed to transfer the ownership of 100% of its shares (common and preferred shares) in […]]]>

Section 1.01 Entering into a Material Definitive Agreement.

On May 11, 2022, Avenue Therapeutics, Inc. (the “Company”) has entered into a share contribution agreement (the “Contribution Agreement”) with its parent company Fortress Biotech, Inc. (“Fortress”), pursuant to which Fortress has agreed to transfer the ownership of 100% of its shares (common and preferred shares) in a private subsidiary of Fortress, Baergic Bio, Inc. (“Baergic”), to the Company. Under the terms of the Contribution Agreement, Fortress has also agreed to assign to Avenue certain existing intercompany agreements between Fortress and Baergic, including a Founder’s Agreement and a Management Services Agreement. The completion of the transactions contemplated by the Contribution Agreement is subject to the satisfaction of certain conditions precedent, including, among others: (i) the closing of an equity financing by the Company generating gross proceeds of at least $7.5 million(ii) the agreement entered into by the minority shareholder of Avenue
InvaGen Pharmaceuticals Inc. (“InvaGen”) to (A) have the Company repurchase 100% of its shares in the Company and (B) terminate certain of the agreements it has entered into with the Company and/or Fortress in connection with the participation of InvaGen in 2019 into the Company, which will eliminate certain negative consent rights of InvaGen over the Company and restore certain rights and privileges of Fortress into the Company (all on terms to be agreed with InvaGen), and (iii) continued listing shares of Avenue common stock on NASDAQ.

If completed, the transaction should provide Baergic with better access to development financing. The valuation and negotiation of the Contribution Agreement was overseen and the execution of the Contribution Agreement was approved by special committees at the Avenue and Fortress levels, both composed exclusively of independent and disinterested directors of the boards of directors of the respective companies.

The summary of the Contribution Agreement presented above does not purport to be complete and is submitted and qualified in its entirety by reference to the text of the Contribution Agreement, a copy of which will be filed in a subsequent periodic report of the Company.

 Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
           Standard; Transfer of Listing.



On May 16, 2022the Company has notified the listing qualifications department
The Nasdaq Stock Market LLC (“Nasdaq”) that, the May 12, 2022the Company has determined that Jay Kranzler, MD, Ph.D. was not independent under Nasdaq listing rules. As a result, Dr Kranzler resigned from the Audit Committee of the Company’s Board of Directors (the “Board”) on May 13, 2022. As a result, the Company has notified Nasdaq that it no longer complies with Nasdaq Listing Rule 5605(c)(2)(A) relating to audit committee composition. Dr Kranzler remains a member of the board of directors.

Pursuant to Nasdaq Listing Rule 5605(c)(4), Nasdaq may grant the Company a relief period to restore compliance with Nasdaq Listing Rule 5605. As discussed in Section 5.02 of this Report current on the Form 8-K below, after the date of At Dr. Kranzler’s resignation from the audit committee, the May 16, 2022the Council has appointed Faith L. Charles to fill the vacancy on the audit committee created by At Dr. Kranzler’s resignation.

Article 5.02 Departure of directors or certain officers; Election of directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.



On May 16, 2022the Council has appointed Faith L. Charles as a director, whose term expires at the 2022 annual meeting of shareholders, to fill the vacancy on the board of directors resulting from the previously disclosed resignation of Lucy Lu, MD, and serve on the Audit Committee of the Board of Directors. The Board determined that Mrs Charles is independent under Nasdaq listing standards and applicable securities rules and regulations with respect to service on the Company’s Board of Directors and Audit Committee.

Faith L. Charles60 years old, was a partner in corporate transactions and securities at the law firm Thompson Hine, LLPsince 2010. She leads Thompson Hine’s life sciences practice and co-leads the securities practice, advising public and emerging biotech and pharmaceutical companies in the WE and internationally. Mrs Charles negotiates complex private and public financing transactions, mergers and acquisitions, licensing transactions and strategic collaborations. She acts as an external advisor to a myriad of life science companies and is recognized in the industry as a knowledgeable business advisor, providing valuable insights into capital markets, corporate governance and strategic development. Since
March 2021, Mrs Charles served on the Board of Directors, the Audit Committee and Nominating and Corporate Governance Committee of Abeona Therapeutics Inc., a clinical-stage biopharmaceutical company developing cell and gene therapies for life-threatening rare genetic diseases whose common stock is listed on the Nasdaq. From 2018 to October 2021, Mrs Charles sat on the board of directors and member of the audit committee and chairman of the Remuneration Committee of Entera Bio Ltd., a publicly traded biotechnology company. She also sits on the board of directors directors of several private life sciences companies. Mrs Charles founded the Women in Bio Metro New York chapter and chaired the chapter for five years. She currently sits on the national board of Women in Bio. Mrs Charles is also a member of the board of directors of Red Door Community
(formerly Gilda’s Club New York). She was recognized as a Life Sciences Star by Euromoney LMG Life Sciences, was named a BTI Customer Service All-Star and was named by Crain’s New York Business to the 2020 Notable Women in the Law list. Mrs Charles holds a JD of The George Washington University School of Law and a bachelor’s degree in psychology from Barnard College,
Colombia University. Mrs Charles is a graduate of Women in Bio’s Boardroom Ready program, an executive education program taught by The George Washington University School of Business.

Mrs Charles not have a family relationship with one of the executive corporate officers or directors of the Company. There are no arrangements or agreements between Mrs Charles and any other person by virtue of whom she was elected a director of the Company. Mrs Charles has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation SK.

Mrs. Charles will participate in the Company’s non-employee director compensation program, which is described in the Company’s definitive proxy statement on Schedule 14A, filed with the Security and Exchange Commission on November 21, 2021. In addition, the Company will enter into its standard directors’ indemnification agreement with Mrs Charles.

© Edgar Online, source Previews

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OPKO HEALTH, INC. : Entering into a Material Definitive Agreement, Unrecorded Sale of Equity Securities, Change of Directors or Principal Officers, Financial Statements and Exhibits (Form 8-K) https://geneticscienceservices.com/opko-health-inc-entering-into-a-material-definitive-agreement-unrecorded-sale-of-equity-securities-change-of-directors-or-principal-officers-financial-statements-and-exhibits-form-8-k/ Fri, 13 May 2022 20:22:17 +0000 https://geneticscienceservices.com/opko-health-inc-entering-into-a-material-definitive-agreement-unrecorded-sale-of-equity-securities-change-of-directors-or-principal-officers-financial-statements-and-exhibits-form-8-k/ SECTION 1.01. Conclusion of a significant definitive agreement. On May 9, 2022 (the "Closing Date"), OPKO Health, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Orca Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), ModeX Therapeutics, Inc., a […]]]>

SECTION 1.01. Conclusion of a significant definitive agreement.



On May 9, 2022 (the "Closing Date"), OPKO Health, Inc., a Delaware corporation
(the "Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Orca Acquisition Sub, Inc., a Delaware corporation and wholly
owned subsidiary of the Company ("Merger Sub"), ModeX Therapeutics, Inc., a
Delaware corporation ("ModeX"), and Gary J. Nabel, solely in his capacity as
sellers' representative.

Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with
and into ModeX (the "Merger"), with ModeX surviving the Merger as a wholly owned
subsidiary of the Company. On the Closing Date, the Company paid consideration
for ModeX of $300.0 million, subject to a customary purchase price adjustment
mechanism, including that ModeX be free of debt, as well as deduction for
certain equity awards issued on the Closing Date, as described below. The
Company paid the entirety of the purchase price pursuant to the issuance of an
aggregate of 89,907,310 shares (the "Consideration Shares") of the Company's
common stock, par value $0.01 per share ("Common Stock"), to the former
stockholders of ModeX (the "Selling Stockholders"), of which 10% of such shares
were deposited in a twelve-month escrow for purposes of satisfying the potential
indemnity obligations of the Selling Stockholders under the Merger Agreement.
Additionally, the Company issued equity awards to ModeX employees in an
aggregate amount equal to $12.4 million, which was deducted from the
consideration payable on the Closing Date. If any of such awards are forfeited
or otherwise remain unvested on the four-year anniversary of the Closing Date,
up to $2.6 million of shares of Common Stock (valued at the same price used for
determining the number of Consideration Shares issuable upon consummation of the
Merger) may be distributed pro rata to ModeX's former stockholders in respect of
such forfeited or unvested awards. Shares of Common Stock with respect to such
potential distribution have been escrowed and will remain escrowed for such
four-year period.

In accordance with the Merger Agreement, Dr. Phillip Frost, the Company's Chief
Executive Officer and Chairman of the Board of Directors (the "Board"), Dr. Jane
Hsiao, the Company's Chief Technical Officer and a Director, and Frost Gamma
Investments Trust ("FGIT"), a trust controlled by Dr. Frost, entered into a
lockup and voting agreement, together with the Company (the "Lockup and Voting
Agreement"), pursuant to which: (i) FGIT has agreed that, for a period of four
years immediately following the Closing Date, it will not sell or otherwise
transfer its shares of Common Stock, subject to certain customary exceptions;
and (ii) Drs. Frost and Hsiao agreed that, for as long either Dr. Elias A.
Zerhouni or Dr. Gary J. Nabel remains an employee of the Company or ModeX, Drs.
Frost and Hsiao will vote, or cause to be voted, all of their respective shares
of Common Stock in favor of such person's election to the Board.

Additionally, in accordance with the Merger Agreement, certain recipients of the
Consideration Shares, holding in aggregate approximately 88.0% of the
Consideration Shares, agreed not to sell or otherwise transfer their respective
Consideration Shares for a period of four years immediately following the
Closing Date on the same terms as contained in the Lockup and Voting Agreement.

The foregoing description of each of the Merger Agreement and the Lockup and
Voting Agreement is only a summary and is qualified in its entirety by reference
to the full text of the Merger Agreement and the Lockup and Voting Agreement,
which are filed as Exhibit 2.1 and Exhibit 10.1, respectively, to this Current
Report on Form 8-K and incorporated by reference herein.

The Merger Agreement is filed with this Current Report on Form 8-K to provide
securityholders with information regarding its terms. It is not intended to
provide any other factual information about the Company, ModeX or any other
party thereto. The representations, warranties and covenants contained in the
Merger Agreement were made solely for purposes of such agreement and as of
specific dates, are solely for the benefit of the parties to the Merger
Agreement, may be subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures made for the purpose of
allocating contractual risk between the parties to the Merger Agreement instead
of establishing these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ from those
applicable to securityholders. Securityholders should not rely on the
representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of the Company,
ModeX or any other party thereto. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the
Merger Agreement, which subsequent information may or may not be fully reflected
in the Company's public disclosures, except to the extent required by law.


--------------------------------------------------------------------------------

SECTION 3.02. Unrecorded sales of Equity securities.



On the Closing Date, the Company issued the Consideration Shares in
consideration for its acquisition of ModeX in accordance the Merger Agreement,
as described in Item 1.01 of this Current Report on Form 8-K, which description
is incorporated by reference in this Item 3.02. The Consideration Shares have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), and the Company offered the Consideration Shares in reliance
upon the exemption from registration contained in Section 4(a)(2) of the
Securities Act. Each recipient of Consideration Shares must represent to the
Company that such recipient is an "accredited investor" as defined in Rule
501(a) under the Securities Act and was acquiring the Consideration Shares for
investment and not with a view to distribution thereof in violation of the
Securities Act.


ITEM 5.02.                 Departure of Directors or Certain Officers; 

Election of directors;

                           Appointment of Certain Officers; Compensatory 

Arrangements of some

                           Officers.


On the Closing Date, in connection with the transactions contemplated by the
Merger Agreement, the Board expanded its size from 10 to 13 directors and
appointed Elias Zerhouni, M.D. as the Company's President and Vice Chairman of
the Board, Gary Nabel, M.D., Ph.D., as the Company's Chief Innovation Officer
and a director, and Alexis Borisy as a director. Each such person will serve an
initial term as director that expires on the date of the Company's 2022 annual
meeting of stockholders and until such person's successor is duly elected or
appointed and qualified.

Dr. Zerhouni, 71 years old, had been the chairman and is the co-founder of
ModeX, a start-up biotechnology company focused on multi specific-immune
therapies for cancer and viral diseases, from November 2020 until its
acquisition by the Company on the Closing Date. He is a physician scientist in
Imaging and Biomedical Engineering. He served as President of Global Research &
Development and Executive Vice President of Sanofi (NASDAQ: SNY) from 2010-2018,
as Senior Fellow for global health research at the Bill and Melinda Gates
Foundation from 2009 to 2010 and as Presidential U.S. envoy for science and
technology from 2009 to 2010. He was Director of the U.S. National Institutes of
Health from 2002 to 2008, Executive Vice Dean and Dean for research at the Johns
Hopkins School of Medicine from 1996 to 2002, and Professor of Radiology and
Biomedical Engineering and chair of the department of Radiological Sciences. Dr.
Zerhouni was elected to the National Academy of Medicine and to the National
Academy of Engineering. He serves on the board of the Lasker Foundation, the
Foundation for National Institutes of Health, and Research!America. He received
the 2017 Scripps Executive of the Year Award for the pharmaceutical industry and
the French Legion of Honor in 2008. Since 2009, Dr. Zerhouni has served as a
director of the publicly traded Danaher Corporation (NYSE:DHR), a global science
and technology innovator committed to helping its customers solve complex
challenges and improving quality of life around the world.

Dr. Nabel, 68 years old, is the co-founder of ModeX and has served as its Chief
Executive Officer and President since November 2020. Since 2001, Dr. Nabel has
served as a director of SIGA Technologies, Inc. (NASDAQ: SIGA), a commercial
stage pharmaceutical company focused on providing solutions for unmet needs in
health security. Dr. Nabel recently retired as Chief Scientific Officer, Global
Research and Development, and Head of the North American Research & Development
hub at Sanofi. In addition to serving as Senior Vice President for Sanofi, Dr.
Nabel also oversaw the Breakthrough Lab, which developed the first trispecific
antibodies now in development for HIV, as well as cancer immunotherapies and
novel vaccines. An author of more than 450 scientific publications, Dr. Nabel
joined Sanofi in 2012 from the National Institutes of Health, where he served as
Director of the Vaccine Research Center (VRC) from 1999 to December 2012, during
which time, he provided overall direction and scientific leadership of the
basic, clinical, and translational research activities and guided development of
novel vaccine strategies against HIV, universal influenza, Ebola and emerging
infectious disease viruses. Dr. Nabel graduated magna cum laude from Harvard
College in 1975 and continued his graduate studies at Harvard, completing his
Ph.D. in 1980 and his M.D. two years later, followed by a post-doctoral
fellowship with David Baltimore at the Whitehead Institute. Dr. Nabel was
elected to the National Academy of Medicine in 1998. Among his many other
honors, Dr. Nabel received the Amgen Scientific Achievement Award from the
American Society for Biochemistry and Molecular Biology, the Health and Human
Services Secretary's Award for Distinguished Service, and is a fellow of the
American Association of Physicians, and the American Academy of Arts Sciences.

Alexis Borisy, 50 years old, is the founder of EQRx, Inc. (NASDAQ: EQRX), a
pharmaceutical company founded in 2019 committed to developing and delivering
innovative medicines to patients at radically lower prices, and has served as
its Executive Chairman since 2021, previously serving as its Chairman and Chief
Executive Officer from


--------------------------------------------------------------------------------

2019 to 2021. Prior to founding EQRx, Mr. Borisy cofounded Relay Therapeutics,
Inc. (NASDAQ: RLAY), a clinical-stage precision medicine company transforming
the drug discovery process by combining leading-edge computational and
experimental technologies, and has served as its Chairman since 2016 and served
as its Chief Executive Officer from 2016 to 2017. He is also a cofounder of
Blueprint Medicines Corporation (NASDAQ: BPMC), a precision therapy company
focused on genomically defined cancers, rare diseases and cancer immunotherapy,
and has served on the board of directors since 2011 and was the Chief Executive
Officer from 2013 to 2014. He previously served as Chairman and Director of
Foundation Medicine, Inc. (NASDAQ: FMI), a molecular information company
dedicated to a transformation in cancer care, which he cofounded, from 2009-2018
and also served as its Chief Executive Officer from 2009-2011, and previously
served on the boards of Editas Medicine, Inc. (NASDAQ: EDIT), a leading gene
editing company dedicated to developing gene edited medicines for people living
with serious diseases around the world, from 2013 to 2018, and Thrive Earlier
Detection Corp., a privately held healthcare company dedicated to incorporating
earlier cancer detection into routine medical care, from 2019-2021. Mr. Borisy
was a partner in Third Rock Ventures, LLC, a leading healthcare venture firm
focused on advancing disruptive areas of science and medicine to deliver
breakthroughs to patients, from 2010-2019. He currently serves on the board of
directors of several public companies, including Tango Therapeutics, Inc.
(NASDAQ: TNGX), a biotechnology company committed to discovering and delivering
the next generation of precision cancer medicines, Revolution Medicines, Inc.
(NASDAQ: RVMD), a clinical-stage oncology company developing targeted therapies
for RAS-addicted cancers, and Megenta Therapeutics, Inc. (NASDAQ: MGTA), a
clinical-stage biotechnology company developing novel medicines designed to
bring the curative power of stem cell transplant to more patients. He also
currently serves on the board of directors of the privately held, Celsius
Therapeutics, Inc. and Nextech Invest, Ltd. Mr. Borisy is the Chairman of the
Board of Trustees of the Boston Museum of Science, and he previously served as
Chairman of the National Venture Capital Association. He holds a Master's Degree
in chemistry and chemical biology from Harvard University and a Bachelor of
Science in chemistry from the University of Chicago.

In connection with his appointment as President, the Company and Dr. Zerhouni
entered into an employment letter agreement (the "Zerhouni Employment
Agreement"), providing for an annual base salary of $900,000, as well as annual
cash incentives based upon the achievement of annual performance goals and
criteria established from time to time by the Company. The Zerhouni Employment
Agreement provides that Dr. Zerhouni's target cash bonus will be no less than
50% of his base salary. Additionally, the Zerhouni Employment Agreement provides
that, if the Company terminates Dr. Zerhouni's employment without "cause" or Dr.
Zerhouni terminates his employment for "good reason" (each as defined in the
Zerhouni Employment Agreement), then the Company will pay Dr. Zerhouni all
amounts accrued but unpaid as of the effective date of such termination, as well
as continuation of his salary and benefits for a twelve-month period post
termination (the "Severance Period"). Additionally, any outstanding equity
awards granted to Dr. Zerhouni which would have vested during the Severance
Period would vest automatically upon such termination, and all vested equity
awards would be exercisable in accordance with the terms of the applicable
equity plan and as determined by the Compensation Committee of the Board (the
"Compensation Committee"). The Zerhouni Employment Agreement otherwise contains
customary covenants of the parties, including non-competition and
non-solicitation provisions in favor of the Company.

In connection with his appointment as Chief Innovation Officer and his continued
role as Chief Executive Officer of ModeX, the Company and Dr. Nabel entered into
an employment letter agreement (the "Nabel Employment Agreement"), providing for
an annual base salary of $750,000, as well as annual cash incentives based upon
the achievement of annual performance goals and criteria established from time
to time by the Company. The Nabel Employment Agreement provides that Dr. Nabel's
target cash bonus will be no less than 50% of his base salary. Additionally, the
Nabel Employment Agreement provides that, if the Company terminates Dr. Nabel's
employment without "cause" or Dr. Nabel terminates his employment for "good
reason" (each as defined in the Nabel Employment Agreement), then the Company
will pay Dr. Nabel all amounts accrued but unpaid as of the effective date of
such termination, as well as continuation of his salary and benefits for the
Severance Period. Additionally, any outstanding equity awards granted to Dr.
Nabel which would have vested during the Severance Period would vest
automatically upon such termination, and all vested equity awards would be
exercisable in accordance with the terms of the applicable equity plan and as
determined by the Compensation Committee. The Nabel Employment Agreement
otherwise contains customary covenants of the parties, including non-competition
and non-solicitation provisions in favor of the Company.

The foregoing description of Zerhouni’s Employment Agreement and Nabel’s Employment Agreement is a summary only and is qualified in its entirety by reference to the full text of Zerhouni’s Employment Agreement and

————————————————– ——————————

Nabel’s employment contract, which are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and incorporated by reference herein


Mr. Borisy will participate in the standard non-management director compensation
arrangements described in the section entitled "Director Compensation" that is
included in the Company's amendment to its Annual Report on Form 10-K/A filed
with the Securities and Exchange Commission on May 2, 2022.

In connection with the Merger, the Compensation Committee granted Mr. Borisy
312,612 shares of restricted Common Stock. In connection with his appointment to
the Board as an independent director, the Compensation Committee granted him
ten-year options to purchase an aggregate of 50,000 shares of Common Stock at an
exercise price of $2.44 per share, which become exercisable on May 9, 2023.

In connection with their employment with the Company, the Compensation Committee
granted each of Dr. Zerhouni and Dr. Nabel ten-year options to purchase an
aggregate of 34,923 shares of Common Stock at an exercise price of $3.1989 per
share, which become exercisable in four equal annual installments commencing on
May 9, 2023.
. . .


ITEM 9.01.        Financial Statements and Exhibits.


   (d)   Exhibits


  Exhibit No.           Description

2.1                     Agreement and Plan of Merger, dated as of May 9,

2022, by and among the

                        Company, ModeX Therapeutics, Inc., Orca Acquisition 

Under, Inc. and GaryJ.

                        Nabel, solely in the capacity of a representative of the Stockholders.
10.1**                  Lock-up and Voting Agreement, dated as of May 9, 

2022, by and among the

                        Company, Dr. Phillip Frost, Dr. Jane Hsiao and Frost Gamma Investments Trust.
10.2**                  Offer Letter, dated May 9, 2022, by and between the Company and Dr. Zerhouni.
10.3**                  Offer Letter, dated May 9. 2022, by and between the Company and Dr. Nabel.
104                     Cover Page Interactive Data File-the cover page 

XBRL tags are embedded in

                        the Inline XBRL document


________________________


*  Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar
attachments to this exhibit have been omitted because they do not contain
information material to an investment or voting decision and such information is
not otherwise disclosed in such exhibit. The Company will supplementally provide
a copy of any omitted schedule or similar attachment to the U.S. Securities and
Exchange Commission or its staff upon request.

** Management contract or compensation plan or arrangement.

————————————————– ——————————

                                 Exhibit Index
  Exhibit No.           Description

  2.1                     Agreement and Plan of Merger, dated as of May 9, 

2022, by and among the

                        Company, ModeX Therapeutics, Inc., Orca Acquisition 

Under, Inc. and GaryJ.

                        Nabel, solely in the capacity of a representative 

of the Shareholders.

  10.1  **                Lock-up and Voting Agreement, dated as of May 9, 

2022, by and among the

                        Company, Dr. Phillip Frost, Dr. Jane Hsiao and 

Frost Gamma Investments

                        Trust.
  10.2  **                Offer Letter, dated May 9, 2022, by and between the Company and Dr.
                        Zerhouni.
  10.3  **                Offer Letter, dated May 9. 2022, by and between the Company and Dr. Nabel.
104                     Cover Page Interactive Data File-the cover page 

XBRL tags are embedded in

                        the Inline XBRL document


________________________


*  Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar
attachments to this exhibit have been omitted because they do not contain
information material to an investment or voting decision and such information is
not otherwise disclosed in such exhibit. The Company will supplementally provide
a copy of any omitted schedule or similar attachment to the U.S. Securities and
Exchange Commission or its staff upon request.

** Management contract or compensation plan or arrangement.

————————————————– ——————————

© Edgar Online, source Previews

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Donau Soja denies claims that the ‘raw material base’ for non-GM production ‘has collapsed’ https://geneticscienceservices.com/donau-soja-denies-claims-that-the-raw-material-base-for-non-gm-production-has-collapsed/ Fri, 13 May 2022 11:16:00 +0000 https://geneticscienceservices.com/donau-soja-denies-claims-that-the-raw-material-base-for-non-gm-production-has-collapsed/ Donau Soja expects a soybean harvest of just under 10 million tonnes in Europe this year, of which around 7 million tonnes will be GMO-free. These estimates were included in an open letter from Donau Soja to representatives of Germany’s agricultural cooperatives, the Deutscher Raiffeisenverband (DRV), which together with the German Association for Animal Nutrition […]]]>

Donau Soja expects a soybean harvest of just under 10 million tonnes in Europe this year, of which around 7 million tonnes will be GMO-free.

These estimates were included in an open letter from Donau Soja to representatives of Germany’s agricultural cooperatives, the Deutscher Raiffeisenverband (DRV), which together with the German Association for Animal Nutrition (DVT) published reports claiming that the supply in non-GMO raw materials from the EU has been significantly hampered by the war in Ukraine.

In mid-March, the DRV claimed the the raw material base for non-GM production had collapsedand, in April, thatmaintaining the supply of non-GMO products throughout the market was unrealistic in the longer term.

In the communication sent yesterday [May 12] to the managing director of DRV, Dr. Henning Ehlers, Matthias Krön, chairman of Donau Soja, called for a “factual discussion”​ and he accused DRV of engaging in political maneuvering, and that he was using “the tragic war in Ukraine to obtain advantages linked to the agricultural policy.

Such a position only harms German and European consumers as well as farmers in Germany and Ukraine, said the head of Donau Soja.

“If you and your partners go GMO-free, who will European farmers – including a growing number of German soybean farms – supply their GMO-free soybeans to? European farmers are competitive with non-GMO soy. European agriculture cannot economically compete with imported GM soy.

“When you talk about the total failure of Ukraine, you ignore the facts. Every day, increasing quantities of agricultural products from Ukraine enter the EU by land and river. Already 55% of soybean imports have been exported overland. These days Ukrainian farmers are sitting on their tractors and planting more Donau Soy than ever before.

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Alfa Chemistry offers all forms of nanoparticles for materials research https://geneticscienceservices.com/alfa-chemistry-offers-all-forms-of-nanoparticles-for-materials-research/ Thu, 12 May 2022 20:07:22 +0000 https://geneticscienceservices.com/alfa-chemistry-offers-all-forms-of-nanoparticles-for-materials-research/ New York, United States – May 12, 2022 – Emerging as important players in modern medicine and many other fields, nanoparticles are now at the center of research for various applications. As a leading supplier of nanomaterials, Alfa Chemistry announces its ability to provide varieties of nanoparticles for use in both academic and industrial manufacturing, […]]]>

New York, United States – May 12, 2022 – Emerging as important players in modern medicine and many other fields, nanoparticles are now at the center of research for various applications. As a leading supplier of nanomaterials, Alfa Chemistry announces its ability to provide varieties of nanoparticles for use in both academic and industrial manufacturing, including oxide nanoparticles, nanopowder compounds, alloy nanopowders, nanodispersion, mineral trioxide aggregate (MTA), magnetic nanoparticles, graphene nanopowders, element nanoparticles, doped nanoparticles, compound nanoparticles, clay nanopowders and more.

Nanoparticles range in size from 1 nm to 1000 nm. Due to their properties of chemical reactivity, energy absorption and biological mobility, they are very different from bulk materials. Having gained a position at the heart of all forms of nanobiomaterials, nanoparticles have found broad prospects in catalysis, imaging, biomedicine, energy-based research, and many other applications.

Different types of nanoparticles offered at Alfa Chemistry:

Oxides Nanoparticles

Nanoparticles are often used as catalysts because they have a large surface area and many surfactant centers. The most commonly encountered oxide nanoparticles are titanium dioxide (TiO2), zinc oxide (ZnO), aluminum oxide (Al2O3), silicon oxide (SiO2), earth oxides rare, etc

Nanopowder compounds

Distinguished by melting point, magnetism, optics, heat conduction, electrical conductivity, nanopowder compounds are perfect choices for fabricating nano-sensors, nano-semiconductors, nano-ceramic materials and nano-catalyst materials.

Nanopowder alloys

Unlike conventional alloys, alloy nanopowders have unique characteristics and are widely used as catalysts, magnetic materials, lubricants, absorbent materials and even as a sintering aid in the powder metallurgy process to shorten the heating cycle of the process of sintering.

Nano-dispersion

The nanodispersion prepared from biodegradable polymer materials can serve as a carrier for anti-tumor drugs, gene delivery, anti-infective drugs, ophthalmic drugs as well as peptide and protein drugs.

Mineral Trioxide Aggregate (MTA)

MTA is a superior material for the treatment of endodontic diseases and is widely used in dentistry.

Magnetic nanoparticles

Magnetic nanoparticles have become a hot research topic in fields such as magnetic fluids, catalysis, biomedicine and environmental protection.

Graphene nanopowders

Graphene nanopowders can be added to ceramic materials, hydrogen storage materials, purification system, anti-rust coating, purification system and functional composite materials to promote better performance.

Elements Nanoparticles

Elementary nanoparticles are increasingly used in medicine, in sunscreen cosmetics, catalysts and biological materials.

Clay nanopowders

Having a unique nano-in-situ generation structure and excellent performance, clay nanopowders provide a natural nano-structured composite base for the preparation of nano-sized composite materials.

Doped nanoparticles

Metal oxide nanoparticles doped with precious metals show greatly improved performance in terms of sensitivity, absorption capacity and conductivity, which opens up vast prospects for doped nanoparticles.

Compounds Nanoparticles

Due to their nanometric particle size, compound nanoparticles are widely used in the fields of optoelectronics, biomedicine, cosmetics, energy and catalysis.

For more information on Alfa Chemistry’s nanoparticle offering, please visit https://nanomaterials.alfa-chemistry.com/products/nanoparticles.html or simply email us.

About Alfa Chimie

Since its inception, the entire Alfa Chemistry staff team has been working very hard to build a comprehensive product portfolio for its customers around the world. Aiming to bring the best value for money to its customers, the company prioritizes innovation and manages to enrich its product lines, which now cover catalysts, metallic materials, graphenes, nanomaterials, polymers functionals, lipids, ion exchange resins and more.

Media Contact
Company Name: Alpha Chemistry
Contact person: Tylor Keller
E-mail: Send an email
Call: 1-516-734-6573
Country: United States
Website: https://nanomateraux.alfa-chemistry.com

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BIOHAVEN PHARMACEUTICAL HOLDING CO LTD. : Entering a Material Definitive Agreement, Financial Statements and Supporting Documentation (Form 8-K) https://geneticscienceservices.com/biohaven-pharmaceutical-holding-co-ltd-entering-a-material-definitive-agreement-financial-statements-and-supporting-documentation-form-8-k/ Wed, 11 May 2022 10:11:10 +0000 https://geneticscienceservices.com/biohaven-pharmaceutical-holding-co-ltd-entering-a-material-definitive-agreement-financial-statements-and-supporting-documentation-form-8-k/ Section 1.01 Entering into a Material Definitive Agreement On May 9, 2022, Biohaven Pharmaceutical Holding Company Ltd., a British Virgin Islands business company limited by shares (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Pfizer Inc., a Delaware corporation ("Pfizer" or "Parent"), and Bulldog (BVI) Ltd., a British Virgin […]]]>

Section 1.01 Entering into a Material Definitive Agreement



On May 9, 2022, Biohaven Pharmaceutical Holding Company Ltd., a British Virgin
Islands business company limited by shares (the "Company"), entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Pfizer Inc., a
Delaware corporation ("Pfizer" or "Parent"), and Bulldog (BVI) Ltd., a British
Virgin Islands business company limited by shares and a wholly owned subsidiary
of Parent ("Merger Sub"), pursuant to which, on the terms and subject to the
conditions set forth in the Merger Agreement, Merger Sub will merge with and
into the Company (the "Merger"), with the Company surviving the Merger as a
wholly owned subsidiary of Parent.

In connection with and as a condition to the Merger, the Company and Biohaven
Research Ltd., a British Virgin Islands business company limited by shares and a
wholly owned subsidiary of the Company ("SpinCo)" entered into a Separation and
Distribution Agreement, dated as of May 9, 2022 (the "Separation Agreement"),
pursuant to which, on the terms and subject to the conditions set forth in the
Separation Agreement, immediately prior to the effective time of the Merger (the
"Effective Time"): (i) the Company will effect a pre-closing reorganization (the
"Pre-Closing Reorganization"), which will result in (x) SpinCo owning, assuming
or retaining certain assets and liabilities of the Company and its subsidiaries
related to the Company's pipeline assets and businesses, and (y) the Company
owning, assuming or retaining all other assets and liabilities, including those
associated with the Company's platform for the research, development,
manufacture and commercialization of calcitonin gene-related peptide receptor
antagonists, including rimegepant, zavegepant and the Heptares Therapeutics
Limited pre-clinical CGRP portfolio (the "CGRP Business"); and (ii) thereafter,
the Company will distribute to its shareholders as of the record date all of the
issued and outstanding common shares of SpinCo, no par value ("SpinCo Common
Shares"), on a pro rata basis (the "Spin-Off"), at a ratio of one SpinCo Common
Share for every two common shares of the Company (the "Shares"). Following the
Spin-Off, SpinCo will be a separate public company and the Company will have no
continuing common share ownership interest in SpinCo.

The Merger and the Demerger should be taxable for the shareholders of the Company.

Merger Agreement

At the effective time of the Merger (the “Effective Time”), each:


(i)Share that is issued and outstanding immediately prior to the Effective Time
(other than (A) Shares owned by the Company as treasury shares, (B) Shares owned
by Parent or Merger Sub and (C) any dissenting shares) will no longer be
outstanding and will automatically be cancelled, extinguished and converted into
the right to receive an amount in cash equal to $148.50, without interest
thereon (the "Merger Consideration");

(ii)option to purchase Shares (each, a "Company Option") granted by the Company
under the Company's 2017 Equity Incentive Plan or 2014 Equity Incentive Plan
(collectively, the "Company Share Plans") that is outstanding as of immediately
prior to the Effective Time (after giving effect to the Spin-Off and the
provisions of the Separation Agreement), whether or not then vested, will be
cancelled and immediately cease to be outstanding and as soon as reasonably
practicable following the Effective Time, converted into the right to receive an
amount in cash equal to the product of (1) the excess, if any, of the Merger
Consideration over the per-share exercise price of such Company Option,
multiplied by (2) the number of Shares then subject to such Company Option; and

(iii)Company restricted stock unit (each, a "Company RSU") granted by the
Company under the Company Share Plans that is outstanding as of immediately
prior to the Effective Time (after giving effect to the Spin-Off and the
provisions of the Separation Agreement), whether or not vested, will be
cancelled and immediately cease to be outstanding and, as soon as reasonably
practicable following the Effective Time, converted into the right to receive an
amount in cash equal to the product of (i) the Merger Consideration, multiplied
by (ii) the number of Shares then subject to such Company RSU, with any
performance conditions applicable to Company RSUs that are subject to
performance-based vesting conditions deemed achieved at 100%.

Consummation of the Merger is subject to certain conditions, including: (i)
adoption of the Merger Agreement by holders of a majority of the outstanding
Shares and Series A Preferred Shares entitled to vote on such matters at the
Company's shareholders meeting and who are present at the shareholders meeting,
in person or by proxy (the "Company Requisite Vote"); (ii) the expiration,
termination or receipt of any approval or clearances applicable to the
consummation of the Merger under applicable antitrust laws, including the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") and the receipt
of certain additional clearances or approvals of certain other governmental
bodies applicable to the Merger; (iii) the absence of any law or order
prohibiting or making illegal the consummation of the Merger; (iv) effectiveness
of the registration statement to be filed with respect to registration of the
SpinCo Common Shares (the "Spin-Off Registration Statement"); (v) completion of
the Spin-Off; (vi) the absence of certain legal proceedings by governmental
authorities imposing certain limitations on Parent's ownership or operation of
the Company; (vii) subject to certain qualifications, the accuracy of
representations and warranties of
                                       2
--------------------------------------------------------------------------------

the Company, Parent and Merger Sub, as applicable, under the Merger Agreement
and the performance in all material respects by the Company, Parent and Merger
Sub, as applicable, of their obligations under the Merger Agreement; and (viii)
the absence of any Company Material Adverse Effect (as defined in the Merger
Agreement).

The Company has made customary representations and warranties in the Merger Agreement and has agreed to customary covenants regarding the operation of the business of the Company and its subsidiaries up to the Effective Time.


The Merger Agreement also includes covenants requiring the Company not to (i)
initiate, solicit, knowingly encourage or knowingly facilitate the making of any
offer or proposal which constitutes or is reasonably likely to lead to an
acquisition proposal, (ii) enter into any agreement with respect to an
acquisition proposal or (iii) engage in negotiations or discussions with, or
provide any non-public information or data to, any person relating to an
acquisition proposal (other than Parent or any of its affiliates or
representatives). Notwithstanding these restrictions, the Company may under
certain circumstances provide information to and engage in discussions or
negotiations with third parties with respect to a bona fide acquisition proposal
that the board of directors of the Company (the "Board") determines in good
faith, after consultation with the Company's financial advisor, constitutes or
is reasonably expected to lead to a Superior Proposal (as defined in the Merger
Agreement). In addition, the Board is permitted, subject to the terms and
conditions set forth in the Merger Agreement, to make an Company Adverse
Recommendation Change (as defined in the Merger Agreement) following receipt of
a Superior Proposal that did not result from a material breach of the no-shop
covenants in the Merger Agreement, if the Board concludes in good faith, after
consultation with outside counsel and its financial advisors, that failure to
take such action would reasonably be likely to be inconsistent with the
directors' fiduciary duties under applicable law, or in response to a Company
Intervening Event (as defined in the Merger Agreement), subject, in each case,
to certain matching rights in favor of Parent.

The Merger Agreement contains certain termination rights for each of the Company
and Parent. Upon termination of the Merger Agreement in accordance with its
terms, under certain circumstances, the Company will be required to pay Parent a
termination fee in an amount equal to $450 million, including if the Merger
Agreement is terminated due to (i) the Company accepting a superior proposal or
(ii) the Company Board changing its recommendation that shareholders vote to
approve the Merger Agreement. This termination fee will also be payable by the
Company if the Merger Agreement is terminated under certain circumstances and
prior to such termination, a proposal to acquire more than 50% of the Company's
stock or assets is made or publicly announced and not publicly withdrawn and the
Company enters into a definitive agreement for, or completes, any transaction
involving the acquisition of more than 50% of its stock or assets within twelve
months of such termination.

The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete, and is subject to, and
qualified in its entirety by reference to, the full text of the Merger
Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K
and is incorporated herein by reference. It is not intended to provide any
factual information about the Company, Parent or their respective subsidiaries
and affiliates. The representations, warranties and covenants contained in the
Merger Agreement have been made solely for the purposes of the Merger Agreement
and as of specified dates; were made solely for the benefit of the parties to
the Merger Agreement; are not intended as statements of fact to be relied upon
by the Company's shareholders, but rather as a way of allocating the risk
between the parties in the event that statements therein prove to be inaccurate;
have been modified or qualified by certain confidential disclosures that were
made between the parties in connection with the negotiation of the Merger
Agreement, which disclosures are not reflected in the Merger Agreement itself;
may have been made for the purposes of allocating contractual risk between the
parties to the Merger Agreement instead of establishing these matters as facts;
may no longer be true as of a given date; and may apply standards of materiality
in a way that is different from what may be viewed as material by the Company's
shareholders. The Company's shareholders are not third-party beneficiaries under
the Merger Agreement (except, following the Effective Time, with respect to the
Company's shareholders' right to receive the Merger Consideration pursuant to
the Merger Agreement and the right of the Company on behalf of its shareholders
to pursue damages for any willful and material breach by Parent of the Merger
Agreement) and should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual state of facts or
conditions of the Company, Parent or any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter of the
representations, warranties and covenants may change after the date of the
Merger Agreement, which subsequent information may or may not be fully reflected
in the Company's or Parent's public disclosures.

Separation and Distribution Agreement


The Separation Agreement sets forth the terms and conditions regarding the
Spin-Off, including the transfer of certain assets by the Company to SpinCo and
the assumption of certain liabilities by SpinCo from the Company. The Separation
Agreement further allocates other assets between SpinCo and the Company and
provides for various continuing relationships between the Company's group of
companies and SpinCo's group of companies.

SpinCo will be funded by a cash contribution immediately prior to the effective
time of the Spin-Off from the Company of $275 million, less any marketable
securities and cash and cash equivalents held by SpinCo. In addition, following
the Effective
                                       3
--------------------------------------------------------------------------------

Time, the Company will make certain tiered royalty payments at percentage rates
in the low- to mid-tens to SpinCo in respect of annual net sales of rimegepant
and zavegepant in the U.S. in excess $5.25 billion, subject to an annual cap on
royalties of $400 million per year. Such royalty payments would be in respect of
years ended on or prior to December 31, 2040.

The completion of the Spin-Off is subject to, among other things: (i)
satisfaction of the conditions to closing set forth in the Merger Agreement;
(ii) the effectiveness of the Spin-Off Registration Statement; (iii) final
listing approval from a national securities exchange of the SpinCo Common
Shares; (iv) the absence of any law or injunction prohibiting or making illegal
the consummation of the Spin-Off, the Pre-Closing Reorganization or the Merger;
(v) execution of a transition services agreement, pursuant to which the Company
and SpinCo will provide certain services to each other on a transitional basis
(the "Transition Services Agreement"); and (vi) completion of the Pre-Closing
Reorganization.

Prior to the Distribution, the Company will distribute to its shareholders of
record, on such date as may be determined by the Company's board of directors
(the "Company Board") or a committee of the Company Board as the record date for
such Distribution copies of an information statement relating to SpinCo that
will be part of the Spin-Off Registration Statement.

Under the Separation Agreement, each of the Company and SpinCo agrees to
indemnify and hold harmless the other party, and its affiliates and
representatives, from losses in connection with, among other things, (i) the
liabilities assigned to, or retained by, the other party, as applicable, or (ii)
the breach by such party of the Separation Agreement. Each of the Company and
SpinCo agrees to release the other party from any and all liabilities existing
or arising from any acts or events, including in connection with the Pre-Closing
Reorganization, the Distribution or any other transactions contemplated under
the Separation Agreement, the Merger Agreement and the Transition Services
Agreement, and each of the Company and SpinCo agrees not to bring any proceeding
or claim against the other party in respect of such liabilities.

Caution Regarding Forward-Looking Statements

This communication contains forward-looking information about the Pfizer project. . .



Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

      Exhibit Number                                      Exhibit Description
           2.1*                    Agreement and Plan of Merger, dated as of May 9, 2022, by and among
                                 Pfizer Inc., Bulldog (BVI) Ltd. and

Biohaven Pharmaceutical Holding

                                 Company Ltd.
           2.2*                    Separation and Distribution Agreement, 

dated May 9, 2022by

                                 and between Biohaven Pharmaceutical 

holding company ltd. and Biohaven

                                 Research Ltd.

           104                   The cover page of this Current Report on Form 8-K formatted as Inline
                                 XBRL.


* Certain exhibits and attachments have been omitted pursuant to Section 601(b)(2) of the

SK regulations. The company undertakes to provide, in addition to the SECOND a copy of everything

exhibitions or schedules omitted on request.

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APPLIED GENETIC TECHNOLOGIES CORP: Entry into Material Definitive Agreement, Financial Statements and Exhibits (Form 8-K) https://geneticscienceservices.com/applied-genetic-technologies-corp-entry-into-material-definitive-agreement-financial-statements-and-exhibits-form-8-k/ Mon, 09 May 2022 20:13:19 +0000 https://geneticscienceservices.com/applied-genetic-technologies-corp-entry-into-material-definitive-agreement-financial-statements-and-exhibits-form-8-k/ Section 1.01 Entry into Material Definitive Agreement. On May 3, 2022the Company entered into a first amendment to the lease (the “amendment”) with Alachua Park Holding Company II Foundation, LLC (the “Owner”) in order to modify certain conditions of the non-cancellable emphyteutic lease, dated May 13, 2021 (the “Lease”), for a one-story custom-built facility of […]]]>

Section 1.01 Entry into Material Definitive Agreement.

On May 3, 2022the Company entered into a first amendment to the lease (the “amendment”) with Alachua Park Holding Company II Foundation, LLC (the “Owner”) in order to modify certain conditions of the non-cancellable emphyteutic lease, dated May 13, 2021 (the “Lease”), for a one-story custom-built facility of approximately 21,250 square feet in Alachua, Florida (the “Premises”) for office, research and development, laboratory, manufacturing, and manufacturing and distribution of light pharmaceutical and medical systems. In accordance with the Amendment, the Company and the Owner have finalized the architectural plans and specifications for the development and construction of the Premises and have agreed that the budget for the development work will be approximately $10.9 million. The parties have also agreed in the Amendment that the Lessor’s contribution to the fit-up works of the tenants will increase from
$6.0 million for $8.0 millionand the Corporation’s contribution to the development work will be approximately $2.9 millionamount which the Company will pay into an escrow account no later than 30 days after the date of the Amendment or, if no escrow account is established within 30 days, 5 days after the parties have established an escrow account.

The term of the Lease, as amended, will commence upon substantial completion of the Premises, including tenant fit-up work, which is still expected to be completed during the second half of calendar year 2022 (the “Starting Date”). “), and the start date of the rent will be simultaneous with the start date. The original term of the lease will be extended by the Amendment from 20 years to 20 years and 1 month after the Commencement Date (the “Term”). In return for increasing the landlord’s contribution to the tenant’s fit-up work, the amendment increases the annual base rent that the company will pay over the term of the lease, so that the annual base rent will be as indicated below.

Lease Months
1                                                                       $                 -
2-7                                                                     $            743,750
8-19                                                                    $          1,336,625

The base rent will increase each rental year (12 month period) thereafter from month 20 for the remainder of the term as described in the amendment.

The Amendment also includes customary representations, warranties and covenants. All other terms of the lease remain unchanged.

The foregoing description of the Amendment is a summary only and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in present.

Item 9.01 Financial statements and supporting documents.


(d) Exhibits

Exhibit No.                                 Description

1.1               First Amendment to Lease, dated as of May 3, 2022, by and between
                Applied Genetic Technologies Corporation and Alachua Foundation
                Park Holding Company II, LLC.

Exhibit 104     Cover Page Interactive Data File (embedded within the Inline XBRL
                document).



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New lithium-ion battery material for faster charging times – pv magazine International https://geneticscienceservices.com/new-lithium-ion-battery-material-for-faster-charging-times-pv-magazine-international/ Fri, 06 May 2022 13:54:02 +0000 https://geneticscienceservices.com/new-lithium-ion-battery-material-for-faster-charging-times-pv-magazine-international/ Elsewhere, Volkswagen’s electric vehicles are sold out in Europe and the United States. for 2022, Porsche is investing in a silicon anode specialist, and Tesla is reportedly looking to expand its Berlin Gigafactory. May 6, 2022 Marija Maisch The anode is one of the biggest bottlenecks to charging lithium-ion batteries today. The most common anode […]]]>

Elsewhere, Volkswagen’s electric vehicles are sold out in Europe and the United States. for 2022, Porsche is investing in a silicon anode specialist, and Tesla is reportedly looking to expand its Berlin Gigafactory.

The anode is one of the biggest bottlenecks to charging lithium-ion batteries today. The most common anode is graphite, which is very energy dense, but cannot be charged too quickly due to the risk of fire and explosion from a process known as lithium metal plating. Amid growing demand for high-energy batteries with faster charge times, researchers from the University of California, San Diego and Boise State University have developed a novel approach to making new materials for lithium-ion batteries. They turned a non-crystalline (amorphous) material into a crystalline Nb2O5 anode material with exceptional battery properties – by cycling it with lithium. Intercalating metal oxides, such as rock salt Nb2O5 material discovered by the team, are promising anode alternatives due to the reduced risk of low voltage lithium plating. “If you want to charge your electric vehicle for 15 minutes and then hit the road for the next 200 or 300 kilometers, you need new battery electrodes that can be charged at a very fast rate without much loss in performance,” says Pete Barnes, lead author of the study published in Natural materials. The new electrode can achieve a high lithium storage of 269 mAh/g at a charge rate of 20 mA/g and, more importantly, continues to maintain a high capacity of 191 mAh/g at a high charge rate of 1 A/g. “The trick is to start from a higher energy phase, like an amorphous material. Simply recycling the material with lithium allows us to create new crystal arrangements that exhibit enhanced properties beyond those achieved by traditional means such as solid-state reactions,” says Hui (Claire) Xiong. , professor of materials science and engineering at Boise State University.

Speaking of next-gen battery materials, a US-based start-up If the, is building a large-scale plant in Washington state to make advanced anodes that use silicon instead of graphite, which the company says will make EV batteries more energy efficient and ultimately cheaper. The company, co-founded by one of Tesla’s early engineers and backed by Mercedes-Benz, is making an initial investment to provide annual production of silicon-based anodes sufficient to power 10 GWh of cells when used as replacements full of graphite, or up to 50 GWh. of cells when used as a partial replacement. That’s enough material to power the batteries of 100,000 to 500,000 electric vehicles and 500 million mobile phones a year. The facility’s production lines will start in the second half of 2024, with full production start-up underway in the first half of 2025. The facility’s electricity will be zero-carbon, supplied by the Washington hydroelectric grid. The company said Forbes that Daimler and BMW will be the first users of its materials in high-end electric models. “First and foremost, we’re looking for higher energy density,” said CEO Gene Berdichevsky, estimating that Sila’s anodes offer up to 20% improvement in energy efficiency over the best lithium batteries. -ion ​​current. They can also provide faster charging or reduce pack costs by reducing the number of cells needed to travel the same distance. “If you have a vehicle that contains 1,000 cells and it gives you the range you want when each battery stores 20% more energy, you can go from 1,000 to 800 cells. Now the vehicle is lighter and cheaper to manufacture.

Meanwhile, the German sports car manufacturer Porsche acquires shares in the American company Group14 Technologies, a producer of advanced silicon-carbon technology for lithium-ion batteries. As lead investor, Porsche is raising $100 million and leading a Series C funding round in which multiple companies are investing a total of $400 million, which Group14 Technologies plans to use to accelerate its global production of the building material. silicon anode for lithium-ion batteries. According to Porsche, Group14 will also supply the Cellforce group from Tübingen, in which Porsche has a majority stake. Cellforce is currently building its battery plant near Stuttgart, with production expected to start in 2024. The company intends to produce 100 MWh of high-performance battery cells there per year, primarily for Porsche models with high-speed transmissions. performance. “Group14’s anode material has the potential to be a game-changer by reducing charging times,” says Markus Gräf, Cellforce Group Managing Director. With the new silicon anode, Cellforce aims to ensure high energy density and lower internal resistance. This allows it to absorb more when recovering energy while providing improved performance for fast charging. Another special feature of the Cellforce battery cell is the fact that it is supposed to be more resistant to high temperatures, the company says.

Like many other electric vehicle manufacturers, based in the United States Lucid announced price hikes due to supply chain issues. The electric vehicle maker reported nearly $58 million in first-quarter revenue and announced substantial price increases for its Air luxury sedan for all new bookings starting June 1. , representing potential sales of $2.9 billion. “Like many companies in our industry, we continue to face global supply chain and logistics challenges, including Covid-related factory closures in China. We are working closely with our suppliers to mitigate the impact of disruptions,” Lucid Chief Financial Officer Sherry House said in a statement. “While any extended disruption may impact our production guidance, today we are reiterating our production guidance of 12 000 to 14,000 vehicles for 2022 based on the information we have at this point, combined with our mitigation plans.” The Air Grand Touring will increase by approximately $15,000 at a cost of $154,000; the Air Touring will cost $12,400 more to $107,400, and the Air Pure will increase by $10,000, to $87,400 The Lucid Air Grand Touring Performance model, which was priced two weeks ago, will remain the same at $179,000, a in said the company.

As persistent supply bottlenecks continue to be felt, volkswagen is “essentially sold out” of electric vehicles for this year in Europe and the United States, according to group CEO Herbert Diess. In the first quarter, Germany’s largest automaker delivered more than 99,000 BEVs and demand is accelerating, with more than 30,000 vehicle orders placed in Western Europe alone. VW is targeting a total of around 700,000 electric vehicle sales for 2022. “We have very high order books and[…]electric vehicle orders,” added Diess. “It represents all of our models from ID.3, ID.4, Audi models – [all] are extremely well received in the markets, Škoda models are also very well received in Europe. In China, however, due to Covid-related restrictions, demand for electric vehicles has been weakened. But VW remains confident that its goal of 140,000 electric vehicles this year is achievable. Still, the automaker warned of “an ongoing risk” that war and lockdowns in China could “negatively impact current year business activities.”

Meanwhile, in Germany, You’re here would seek to massively expand its manufacturing capacity near Berlin. According to local media in RBB (Rundfunk Berlin-Brandenburg), the electric vehicle manufacturer wants to buy around 100 hectares of land adjacent to the current site which extends over 300 hectares. Although there is plenty of open space on its existing land, local media suggest Tesla wants to keep the land clear for future expansions at the auto plant. The additional area is likely to be used for storage facilities. As with the initial land purchase, there are still many hurdles to overcome, both legislative and environmental. In terms of the possible purchase price, RBB says Tesla will have to pay around 13 million euros for the additional area if state authorities demand the same price as for the original 300 hectares.

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