MeiraGTx Holdings plc (MGTX): M&A transaction — MeiraGTx sells bota-vec rights to J&J's Janssen for up to $415M; $130M upfront/near-term

years, with Buyer having an option to extend the Supply Agreement for a fifth year upon written notification to Seller. ​ Buyer agreed to pay an upfront cash purchase price of $65,000,000 to Seller. Additionally, pursuant to and subject to the terms and conditions set forth in the Asset Purchase Agreement, Buyer agreed to pay Seller future contingent consideration

On December 20, 2023, the Company, as issuer, and its wholly-owned subsidiaries MeiraGTx UK II and MeiraGTx Ireland DAC, a designated activity company limited by shares incorporated in Ireland (“MeiraGTx Ireland,” and together with MeiraGTx UK II, the “Subsidiary Guarantors”), entered into a Consent and Amendment to Amended and Restated Notes Purchase Agreement and Guaranty (the “Consent and Amendment”) by and among the Company, the Subsidiary Guarantors, the noteholders and other parties from time to time party thereto, and Perceptive Credit Holdings III, LP, as administrative agent and noteholder (“Perceptive”).

On December 20, 2023 (the “Closing Date”), MeiraGTx Holdings plc (the “Company”) and its wholly-owned subsidiary MeiraGTx UK II Limited, a company incorporated in England and Wales (“MeiraGTx UK II” and together with the Company, collectively the “Seller”) entered into and consummated an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Janssen Pharmaceuticals, Inc., a Pennsylvania corporation (“Buyer”), pursuant to which Seller sold and assigned to Buyer, and Buyer purchased and assumed, that certain License Agreement, dated February 5, 2019, by and between UCL Business Plc (now UCL Business Ltd.), on the one hand, and MeiraGTx UK II and MeiraGTx Limited, on the other hand (the “UCL License Agreement”), relating to the research, development, manufacture and exploitation of Seller’s gene therapy product for the treatment of X-linked retinitis pigmentosa related to mutations in the RPGR gene (the “RPGR Product”), and other related assets as described in the Asset Purchase A

In connection with the Seller and Buyer entering into the Asset Purchase Agreement, Buyer and MeiraGTx UK II entered into a Supply Agreement on the Closing Date pursuant to which MeiraGTx UK II agreed to manufacture and supply the RPGR Product for Buyer (the “Supply Agreement”).