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长江生命科技:DEFJ, LLC拟9.75亿港元出售ABCJ, LLC股本100%已发行在外股东权益

Core Viewpoint - Changjiang Life Sciences Technology (00775) has entered into a share purchase agreement to sell 100% of the equity of its subsidiary ABCJ, LLC to TransCode Therapeutics, Inc. for a total consideration of $125 million, with additional milestone payments potentially reaching $95 million [1][2] Group 1: Transaction Details - The total consideration for the sale is $125 million (approximately HKD 975 million), which will be paid through the issuance of shares by the buyer [1] - The seller will also receive milestone payments up to $95 million (approximately HKD 741 million) upon achieving certain milestones [1] - An investment agreement has been established where the seller will purchase preferred shares from the buyer for approximately $25 million (approximately HKD 195 million) [1] Group 2: Target Company Overview - The target company, ABCJ, LLC, owns 100% of Polynoma, which is focused on the research, development, and commercialization of treatments for melanoma [2] - Polynoma's flagship candidate drug, seviprotimut-L, is a proprietary multi-valent melanoma cancer vaccine [2] - Post-transaction, the seller will no longer hold any equity in the target company, which will cease to be a subsidiary of the seller [2] Group 3: Strategic Implications - The merger between Polynoma and the buyer is expected to create synergies between their respective businesses, enhancing the product offerings in oncology [2] - The buyer's product line focuses on addressing metastatic cancer, which complements Polynoma's vaccine targeting immune evasion and metastatic progression [2] - The buyer, being a Nasdaq-listed entity, will enhance market exposure for seviprotimut-L and improve fundraising capabilities for accelerated development [3]