Press Release April 13, 2021

Cerevel Therapeutics Announces Strategic $125 Million Non-Dilutive Financing Transaction For Tavapadon

The Life Sciences team advised Cerevel Therapeutics (Nasdaq: CERE) in its up to $125 million non-dilutive financing transaction with NovaQuest and Bain Capital to fund the full Phase 3 development program for tavapadon in Parkinson’s disease, also known as the TEMPO trials.

Under the terms of the transaction, NovaQuest and Bain Capital are each expected to pay up to $62.5 million, for a total of up to $125 million, in four installments over four years. In exchange, NovaQuest and Bain Capital will receive payments based on an approval milestone, sales milestones, and royalty payments, the total of which will not exceed 4.25x the full amount paid to Cerevel; Cerevel holds the option to accelerate payment at a reduced cap starting at 3.0x the amount received, under certain conditions. Under the terms of the deal, Cerevel will make milestone and royalty payments upon successful U.S. regulatory approval. NovaQuest and Bain Capital will be entitled to an approval milestone, sales milestones based on cumulative U.S. net sales, and combined mid-single digit to low-double digit royalty payments on annual U.S. net sales. Cerevel will retain meaningful upside potential for tavapadon in the U.S. along with full worldwide commercial rights.

Headquartered in Cambridge, Massachusetts, Cerevel Therapeutics is dedicated to unraveling the mysteries of the brain to treat neuroscience diseases. The company is tackling diseases with a targeted approach to neuroscience that combines expertise in neurocircuitry with a focus on receptor selectivity.

The Goodwin team was led by Arthur McGivern, Ed Amer, Erini Svokos, Sarah Stoiber, Katherine Hand, Barry Bazian, Daniel Karelitz, Robert Carroll, Jeff Simes, Stephanie Philbin and Nicole Spiteri.

For additional details on the transaction, please read the press release.