Основная статистика
| CIK | 1681689 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bioverativ Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| April 10, 2018 |
BIVV / Bioverativ Inc. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D. |
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| March 19, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37859 Bioverativ Inc. (Exact name of registrant as specified in its char |
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| March 8, 2018 |
BIVV / Bioverativ Inc. S-8 POS S-8 POS 1 a18-77264s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 8, 2018 Registration No. 333-215837 Registration No. 333-215838 Registration No. 333-215839 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION STATEMENT NO. 333-215837 FORM S-8 REGISTRATION STATEMENT NO. 333-215838 FORM S-8 |
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| March 8, 2018 |
BIVV / Bioverativ Inc. S-8 POS S-8 POS 1 a18-77263s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 8, 2018 Registration No. 333-215837 Registration No. 333-215838 Registration No. 333-215839 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION STATEMENT NO. 333-215837 FORM S-8 REGISTRATION STATEMENT NO. 333-215838 FORM S-8 |
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| March 8, 2018 |
BIVV / Bioverativ Inc. S-8 POS As filed with the Securities and Exchange Commission on March 8, 2018 Registration No. |
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| March 8, 2018 |
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BIOVERATIV INC. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIOVERATIV INC. FIRST: The name of the corporation is Bioverativ Inc. (the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is: Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, County of New Castle. The name of its registered agent for service of |
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| March 8, 2018 |
BYLAWS OF BIOVERATIV INC. (a Delaware corporation) ARTICLE I EX-3.2 3 a18-77261ex3d2.htm EX-3.2 Exhibit 3.2 Confidential BYLAWS OF BIOVERATIV INC. (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of the stockholders of Bioverativ Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and ti |
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| March 8, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 8, 2018 Bioverativ Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37859 81-3461310 (Commission File Numb |
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| March 8, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) Bioverativ Inc. (Name of Subject Company (Issuer)) BLINK ACQUISITION CORP. SANOFI-AVENTIS NA HOLDING, INC. SANOFI-AVENTIS AMERIQUE DU NORD SANOFI (Names of Filing Persons — Offerors) Common Stock, Par |
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| March 8, 2018 |
BIVV / Bioverativ Inc. SC 14D9/A SC 14D9/A 1 a18-37858sc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 5) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Bioverativ Inc. (Name of Subject Company) Bioverativ Inc. (Name of Person Filing Statement) Common Stock, $.001 par value per share (Title of Class of S |
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| March 8, 2018 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| February 28, 2018 |
BIVV / Bioverativ Inc. SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 4) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Bioverativ Inc. (Name of Subject Company) Bioverativ Inc. (Name of Person Filing Statement) Common Stock, $.001 par value per share (Title of Class of Securities) 09075E100 (CUSIP Number of Class |
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| February 27, 2018 |
BIVV / Bioverativ Inc. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D. |
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| February 23, 2018 |
BIVV / Bioverativ Inc. SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Bioverativ Inc. (Name of Subject Company) Bioverativ Inc. (Name of Person Filing Statement) Common Stock, $.001 par value per share (Title of Class of Securities) 09075E100 (CUSIP Number of Class |
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| February 23, 2018 |
SNY / Sanofi SCHEDULE TO AMENDMENT NO. 4 Schedule TO Amendment No. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) Bioverativ Inc. (Name of Subject Company (Issuer)) BLINK ACQUISITION CORP. SANOFI-AVENTIS NA HOLDING, INC. SANOFI-AVENTIS AMERIQUE DU NORD SANOFI (Names of Filing Persons ? |
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| February 23, 2018 |
Source: Sanofi (EURONEXT: SAN) (NYSE: SNY) EX-99.(A)(5)(H) Exhibit (a)(5)(H) Press Release Source: Sanofi (EURONEXT: SAN) (NYSE: SNY) Hart-Scott-Rodino waiting period expires for Sanofi?s acquisition of Bioverativ Paris ? February 23, 2018 - Sanofi announced today that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ?HSR Act?), applicable to Sanofi?s proposed acquisition of Bioverativ Inc. |
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| February 20, 2018 |
SNY / Sanofi SCHEDULE TO AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) Bioverativ Inc. (Name of Subject Company (Issuer)) BLINK ACQUISITION CORP. SANOFI-AVENTIS NA HOLDING, INC. SANOFI-AVENTIS AMERIQUE DU NORD SANOFI (Names of Filing Persons Offerors) Common Stock, Par |
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| February 20, 2018 |
BIVV / Bioverativ Inc. SC 14D9/A SC 14D9/A 1 a18-37855sc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Bioverativ Inc. (Name of Subject Company) Bioverativ Inc. (Name of Person Filing Statement) Common Stock, $.001 par value per share (Title of Class of S |
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| February 14, 2018 |
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT I JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. |
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| February 14, 2018 |
BIVV / Bioverativ Inc. / HealthCor Management, L.P. - SC 13G/A Passive Investment SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 1)* Bioverativ, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 09075E100 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing |
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| February 14, 2018 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001‑37859 Biovera |
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| February 13, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2018 Bioverativ Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37859 81-346131 |
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| February 13, 2018 |
bivvEx991 EXHIBIT 99.1 PRESS RELEASE Bioverativ Reports Fourth Quarter and Full Year 2017 Performance ? Full year 2017 year-over-year revenues up 31.7% ? Fourth quarter revenues up 28.3% year-over-year ? Full year 2017 GAAP operating margin of 38.3%; Non-GAAP operating margin of 46.5% ? Full year cash flows from operations of $591 million WALTHAM, Mass. ? February 13, 2018 ? Bioverativ Inc. (NASDA |
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| February 9, 2018 |
BIVV / Bioverativ Inc. SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Bioverativ Inc. (Name of Subject Company) Bioverativ Inc. (Name of Person Filing Statement) Common Stock, $.001 par value per share (Title of Class of Securities) 09075E100 (CUSIP Number of Class |
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| February 9, 2018 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) Bioverativ Inc. (Name of Subject Company (Issuer)) BLINK ACQUISITION CORP. SANOFI-AVENTIS NA HOLDING, INC. SANOFI-AVENTIS AMERIQUE DU NORD SANOFI (Names of Filing Persons ? Offerors) Common S |
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| February 8, 2018 |
Sanofi Commences Tender Offer for Acquisition of Bioverativ Inc. Exhibit (a)(5)(G) Exhibit (a)(5)(G) Sanofi Commences Tender Offer for Acquisition of Bioverativ Inc. |
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| February 8, 2018 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Bioverativ Inc. (Name of Subject Company (Issuer)) BLINK ACQUISITION CORP. SANOFI-AVENTIS NA HOLDING, INC. SANOFI-AVENTIS AMERIQUE DU NORD SANOFI (Names of Filing Persons ? Offerors) Common S |
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| February 8, 2018 |
BIVV / Bioverativ Inc. SC 14D9 SC 14D9 1 a2234467zsc14d9.htm SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Bioverativ Inc. (Name of Subject Company) Bioverativ Inc. (Name of Person Filing Statement) Common Stock, $.001 par value per share (Title of |
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| February 8, 2018 |
BIVV / Bioverativ Inc. / VANGUARD GROUP INC Passive Investment bioverativinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Bioverativ Inc Title of Class of Securities: Common Stock CUSIP Number: 09075E100 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to desi |
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| February 7, 2018 |
EX-(a)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| February 7, 2018 |
Biogen Inc. 225 Binney Street Cambridge, Massachusetts 02142 EX-(d)(4) Exhibit (d)(4) Execution Version Biogen Inc. 225 Binney Street Cambridge, Massachusetts 02142 January 21, 2018 Sanofi 54, rue La Bo?tie 75008 Paris ? France Attention: General Counsel Bioverativ Inc. 225 Second Avenue Waltham, MA 02451 Attention: General Counsel Ladies and Gentlemen: This letter agreement (this ?Letter Agreement?) is entered into on the date first set forth above by and |
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| February 7, 2018 |
EX-(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of BIOVERATIV INC. |
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| February 7, 2018 |
EX-(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of BIOVERATIV INC. |
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| February 7, 2018 |
EX-(d)(3) Exhibit (d)(3) January 5, 2018 STRICTLY PRIVATE AND CONFIDENTIAL Bioverativ Inc. |
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| February 7, 2018 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Bioverativ Inc. (Name of Subject Company (Issuer)) BLINK ACQUISITION CORP. SANOFI-AVENTIS NA HOLDING, INC. SANOFI-AVENTIS AMERIQUE DU NORD SANOFI (Names of Filing Persons ? Offerors) Common Stock, Par Value $0.0 |
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| February 7, 2018 |
Bioverativ Inc. 225 Second Avenue Waltham, MA 02451 EX-(d)(2) Exhibit (d)(2) EXECUTION COPY STRICTLY CONFIDENTIAL Bioverativ Inc. 225 Second Avenue Waltham, MA 02451 December 4, 2017 Sanofi 54, rue La Bo?tie 75008 Paris, France In connection with the consideration by Sanofi or one of its controlled affiliates (individually or collectively, ?you? or ?your?) of a possible negotiated transaction (the ?Possible Transaction?) with Bioverativ Inc. (toget |
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| February 7, 2018 |
EX-(a)(1)(E) Exhibit (a)(1)(E) Offer to Purchase All Outstanding Shares of Common Stock of BIOVERATIV INC. |
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| February 7, 2018 |
EX-(a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of BIOVERATIV INC. |
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| February 7, 2018 |
EX-(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer To Purchase All Outstanding Shares of Common Stock of BIOVERATIV INC. |
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| February 6, 2018 |
Ex101 Severance Plan for U.S. Executive Officers As the Chief Executive Officer or an Executive Vice President, you are entitled to severance benefits in the event your employment is terminated by Bioverativ other than For Cause or for reason of death or Disability (as these terms are defined in the Bioverativ 2017 Omnibus Equity Plan (the ?Equity Plan?)), or in the event you experience an Involun |
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| February 6, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2018 Bioverativ Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37859 81-3461310 (Commission File N |
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| January 23, 2018 |
SC TO-C 1 d515941dsctoc.htm SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Bioverativ Inc (Name of Subject Company) BLINK ACQUISITION CORP. SANOFI-AVENTIS NA HOLDING, INC. SANOFI-AVENTIS AMERIQUE DU NORD SAS SANOFI (Names of Filing Persons — Offerors) Common |
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| January 23, 2018 |
EX-99.1 Exhibit 99.1 On January 23, 2018, Sanofi posted a replay of its investor call, which took place on January 22, 2018. The following is a transcript of the investor call: Full Regular Transcription Sanofi Investor Relations Conference Call Monday, January 22nd, 2018 at 2:00 pm CET Duration: 33 minutes COMPANY REPRESENTATIVES Olivier Brandicourt ? Chief Executive Officer J?r?me Contamine ? Ex |
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| January 22, 2018 |
EX-99.4 5 d524979dex994.htm EX-99.4 Exhibit 99.4 Paris, January 22nd, 2018 Dear Colleagues, Today marks another exciting milestone toward achieving our 2020 Roadmap – an expansion of our presence in specialty care and a strengthening of our leadership in rare diseases. Just now, we announced an agreement to acquire Bioverativ, a biopharmaceutical company focused on therapies for hemophilia and oth |
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| January 22, 2018 |
EX-99.5 Exhibit 99.5 Social Media Posts 22 January 2018 Twitter: Social Media Posts 22 January 2018 LinkedIn: |
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| January 22, 2018 |
EX-99.2 Sanofi to Acquire Bioverativ A Strategically and Financially Compelling Acquisition in Specialty Care January 22, 2018 Exhibit 99.2 Forward Looking Statements This presentation contains forward-looking statements. Forward-looking statements are statements that are not historical facts, and may include projections and estimates and their underlying assumptions, statements regarding plans, o |
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| January 22, 2018 |
Sanofi to Acquire Bioverativ for $11.6 Billion EX-99.1 Exhibit 99.1 Press Release Source: Sanofi (EURONEXT: SAN) (NYSE: SNY) Sanofi to Acquire Bioverativ for $11.6 Billion * Expands Sanofi?s presence in specialty care and strengthens leadership in rare diseases * Adds leader in the growing hemophilia market and provides platform for expansion in other rare blood disorders * Drives meaningful shareholder value with ROIC expected to exceed cost |
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| January 22, 2018 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Bioverativ Inc (Name of Subject Company) BLINK ACQUISITION CORP. SANOFI-AVENTIS NA HOLDING, INC. SANOFI-AVENTIS AMERIQUE DU NORD SAS SANOFI (Names of Filing Persons ? Offerors) Common Stock, Par Value $0.001 Per |
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| January 22, 2018 |
EX-99.3 Exhibit 99.3 Paris, January 22nd, 2018 Dear Bioverativ Employees, Today, Bioverativ and Sanofi announced an agreement that will bring Bioverativ into the Sanofi family. As the Chief Executive Officer of Sanofi, I?d like to introduce myself and share with you why we feel so strongly that Sanofi and Bioverativ are better together. First and foremost, we are excited to bring the entrepreneuri |
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| January 22, 2018 |
Source: Sanofi (EURONEXT: SAN) (NYSE: SNY) Exhibit 99.2 Press Release Source: Sanofi (EURONEXT: SAN) (NYSE: SNY) Sanofi to Acquire Bioverativ for $11.6 Billion ? Expands Sanofi?s presence in specialty care and strengthens leadership in rare diseases ? Adds leader in the growing hemophilia market and provides platform for expansion in other rare blood disorders ? Drives meaningful shareholder value with ROIC expected to exceed cost of capit |
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| January 22, 2018 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among SANOFI, BIOVERATIV INC., and BLINK ACQUISITION CORP. JANUARY 21, 2018 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 14 ARTICLE 2 THE OFFER AND THE MERGER 14 Section 2.01. The Offer 14 Section 2.02. Company Actions 17 Section 2.03. The Closing 19 Section 2.04. T |
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| January 22, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2018 Bioverativ Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37859 81-3461310 (Commission File N |
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| January 22, 2018 |
Biogen Inc. 225 Binney Street Cambridge, Massachusetts 02142 Exhibit 99. 1 Execution Version Biogen Inc. 225 Binney Street Cambridge, Massachusetts 02142 January 21, 2018 Sanofi 54, rue La Bo?tie 75008 Paris ? France Attention: General Counsel Bioverativ Inc. 225 Second Avenue Waltham, MA 02451 Attention: General Counsel Ladies and Gentlemen: This letter agreement (this ?Letter Agreement?) is entered into on the date first set forth above by and among Sanof |
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| January 22, 2018 |
Exhibit 99.2 JOHN COX NOTE TO ALL BIOVERATIV EMPLOYEES To: Employees and non-employees Subject: Bioverativ enters acquisition agreement with Sanofi Dear Colleagues, We just announced that Bioverativ has agreed to be acquired by Sanofi for $105 per share in cash. This values Bioverativ at approximately $11.6 billion, which is a 64% increase to our closing price on Friday and a $7 billion increase i |
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| January 22, 2018 |
BIVV / Bioverativ Inc. SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Bioverativ Inc. (Name of Subject Company) Bioverativ Inc. (Names of Persons Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 09075E100 (CUSIP Number of Class |
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| January 22, 2018 |
Sanofi to Acquire Bioverativ for $11.6 Billion Exhibit 99.1 Press Release Source: Sanofi (EURONEXT: SAN) (NYSE: SNY) Sanofi to Acquire Bioverativ for $11.6 Billion * Expands Sanofi?s presence in specialty care and strengthens leadership in rare diseases * Adds leader in the growing hemophilia market and provides platform for expansion in other rare blood disorders * Drives meaningful shareholder value with ROIC expected to exceed cost of capit |
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| October 27, 2017 |
Exhibit 10.1 October 13, 2017 John Greene 303 Columbus Avenue, Unit 1005 Boston, MA 02116 Re: Amendment to Offer of Employment Dear John, Reference is made to your offer letter with Bioverativ Inc. (the “Company”) dated October 28, 2016 (the “Offer Letter”). On October 6, 2017, the Compensation Committee of the Board of Directors extended the timing for you to utilize the relocation assistance ben |
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| October 27, 2017 |
BIVV / Bioverativ Inc. 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file num |
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| October 26, 2017 |
bivvEx991 EXHIBIT 99.1 PRESS RELEASE Bioverativ Reports Third Quarter 2017 Performance ? Third quarter revenues up 27.2% year-over-year driven by continued hemophilia franchise momentum and strong commercial execution ? Third quarter 2017 GAAP operating margin of 35.6%; Non-GAAP operating margin of 45.7% ? Pipeline of rare blood disorder candidates continues to progress, including BIVV001 for Hemo |
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| October 26, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition CurrentFolio8KER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2017 Bioverativ Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37859 81-3461310 ( |
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| September 14, 2017 |
Bioverativ Inc. Unaudited Pro Forma Condensed Combined Financial Information EXHIBIT 99.3 Bioverativ Inc. Unaudited Pro Forma Condensed Combined Financial Information On June 28, 2017, Bioverativ Inc. (Bioverativ) acquired all of the outstanding equity of True North Therapeutics, Inc. (True North) for upfront consideration of $395.7 million plus assumed cash. True North equityholders are also eligible to receive additional payments of up to $425.0 million contingent on the |
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| September 14, 2017 |
EXHIBIT 99.2 True North Therapeutics, Inc. Condensed balance sheets (In thousands, except share and per share data) (unaudited) March 31, December 31, 2017 2016 Assets Current assets: Cash and cash equivalents $ 18,119 $ 12,030 Short-term investments 69,665 82,895 Prepaid expenses and other current assets 835 1,000 Total current assets 88,619 95,925 Property and equipment, net 255 271 Other long-t |
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| September 14, 2017 |
EXHIBIT 99.1 Report of independent registered public accounting firm The Board of Directors and Stockholders True North Therapeutics, Inc. We have audited the accompanying balance sheets of True North Therapeutics, Inc. as of December 31, 2015 and 2016, and the related statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit, and cash flows for each of |
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| September 14, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2017 Bioverativ Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37859 81-3461310 (Commission File Nu |
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| August 3, 2017 |
BIVV / Bioverativ Inc. 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 0 |
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| August 2, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition CurrentFolio8KER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2017 Bioverativ Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37859 81-3461310 (Co |
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| August 2, 2017 |
bivvEx991 EXHIBIT 99.1 PRESS RELEASE Bioverativ Reports Second Quarter 2017 Performance - Second quarter 2017 revenues up 37.5% year-over-year - Second quarter 2017 GAAP net income up 21.4% year-over-year; Non-GAAP net income up 74.1% year-over-year - Completed acquisition of True North Therapeutics - Full year 2017 guidance updated; Expected revenue growth of 23% to 25% WALTHAM, Mass. ? August 2, |
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| June 29, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2017 Bioverativ Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37859 81-3461310 (Commission File Numb |
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| June 29, 2017 |
Bioverativ Completes Acquisition of True North Therapeutics Exhibit 99.1 PRESS RELEASE Bioverativ Completes Acquisition of True North Therapeutics - Strengthens leadership in rare blood disorders with first-in-class candidate to treat cold agglutinin disease, a chronic autoimmune hemolytic anemia with no approved therapies Waltham, Mass. ? June 28, 2017 ? Bioverativ Inc. (NASDAQ: BIVV), a global biotechnology company focused on the discovery, development a |
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| June 29, 2017 |
Exhibit 10.1 CREDIT AGREEMENT Dated as of June 28, 2017 among BIOVERATIV INC. and CERTAIN SUBSIDIARIES as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Sole Lead Arranger and Sole Bookrunner Table of Contents Page ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 |
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| May 23, 2017 |
Bioverativ to Acquire Clinical-Stage Rare Disease Biotechnology Company, True North Therapeutics bivvEx991 Exhibit 99.1 PRESS RELEASE Bioverativ to Acquire Clinical-Stage Rare Disease Biotechnology Company, True North Therapeutics - Strengthens pipeline with lead candidate TNT009 in cold agglutinin disease, a rare and chronic autoimmune hemolytic anemia with no approved therapies - TNT009 granted breakthrough therapy designation by FDA; late-stage development planning underway - Advances Biov |
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| May 23, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events bivvCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 23, 2017 |
bivvEx21 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of May 22, 2017 among Bioverativ Inc., TITN Merger Sub, Inc., True North Therapeutics, Inc. and Fortis Advisors LLC TABLE OF CONTENTS ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Merger Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effect of the Merger 2 Section 1.5 Certificate of Incorporation and Byl |
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| May 16, 2017 |
CurrentFolio8KBoardAppt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 11, 2017 |
Bioverativ 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number |
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| May 3, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2017 Bioverativ Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37859 81-3461310 (Com |
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| May 3, 2017 |
bivvEx991 EXHIBIT 99.1 PRESS RELEASE Bioverativ Reports First Quarter 2017 Results Strong ongoing performance in hemophilia portfolio drives growth First quarter 2017 revenues of $259.1 million, a 35% increase versus the same quarter in the prior year First quarter 2017 GAAP net income up 4%; Non-GAAP net income up 64% versus the prior year First quarter 2017 GAAP EPS of $0.64; Non-GAAP EPS of $0. |
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| April 13, 2017 |
BIVV / Bioverativ Inc. / HealthCor Management, L.P. - SCHEDULE 13G Passive Investment SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. )* Bioverativ, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 09075E100 (CUSIP Number) April 4, 2017 (Date of Event Which Requires Filing of th |
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| April 13, 2017 |
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 2 v463945ex99-1.htm EXHIBIT 1 EXHIBIT I JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint |
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| March 24, 2017 |
Bioverativ 10-K (Annual Report) 10-K 1 a2231510z10-k.htm 10-K Use these links to rapidly review the document Table of Contents PART IV INDEX TO FINANCIAL STATEMENTS HEMOPHILIA BUSINESS OF BIOGEN INC. Consolidated Financial Statements Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fis |
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| March 24, 2017 |
Exhibit 10.10 NONQUALIFIED STOCK OPTION AWARD AGREEMENT GRANTED UNDER BIOVERATIV INC. 2017 NON-EMPLOYEE DIRECTORS EQUITY PLAN 1. Grant of Options Bioverativ Inc. (the “Company”) hereby grants on [date] (the “Grant Date”) to [name], a Non-Employee Director of the Company (the “Participant”) pursuant to the Bioverativ Inc. 2017 Non-Employee Directors Equity Plan (the “Plan”) a nonqualified stock opt |
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| March 24, 2017 |
Exhibit 10.8 NONQUALIFIED STOCK OPTION AWARD AGREEMENT GRANTED UNDER BIOVERATIV INC. 2017 OMNIBUS EQUITY PLAN 1. Grant of Options Bioverativ Inc. (the “Company”) hereby grants on [date] (the “Grant Date”) to [name], an employee of the Company or its Affiliates (the “Participant”) pursuant to the Bioverativ Inc. 2017 Omnibus Equity Plan (the “Plan”) a nonqualified stock option (the “Stock Option” o |
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| March 24, 2017 |
Exhibit 10.9 RESTRICTED STOCK UNIT AWARD AGREEMENT GRANTED UNDER BIOVERATIV INC. 2017 NON-EMPLOYEE DIRECTORS EQUITY PLAN 1. Grant of Restricted Stock Units Pursuant to the Bioverativ Inc. 2017 Non-Employee Directors Equity Plan (the “Plan”), Bioverativ Inc. (the “Company”) hereby grants to you, a Non-Employee Director of the Company (the “Participant”) on each of the dates specified on your Fideli |
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| March 24, 2017 |
Exhibit 10.7 RESTRICTED STOCK UNIT AWARD AGREEMENT GRANTED UNDER BIOVERATIV INC. 2017 OMNIBUS EQUITY PLAN 1. Grant of Restricted Stock Units Pursuant to the Bioverativ Inc. 2017 Omnibus Equity Plan (the “Plan”), Bioverativ Inc. (the “Company”) hereby grants to you, an employee of the Company or its Affiliates (the “Participant”) on each of the dates specified on your Fidelity stock plan account (t |
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| March 6, 2017 |
BIVV / Bioverativ Inc. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G Passive Investment UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D. |
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| March 2, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2017 Bioverativ Inc. (Exact name of registrant as specified in its charter) Delaware 001-37859 81-3461310 (State or other jurisdiction of incorporation) (Commission File |
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| February 2, 2017 |
Exhibit 10.6 BIOVERATIV INC. VOLUNTARY BOARD OF DIRECTORS SAVINGS PLAN Effective February 1, 2017 TABLE OF CONTENTS Page ARTICLE 1 INTRODUCTION 1 1.1 Purpose and Effective Date 1 ARTICLE 2 DEFINITIONS 1 2.1 Bioverativ 1 2.2 Board 1 2.3 Change in Control 1 2.4 Code 1 2.5 Committee 1 2.6 Director 1 2.7 Fees 1 2.8 Participant 1 2.9 Plan 1 2.10 Plan Year 2 2.11 Retainer 2 2.12 Savings Plan 2 ARTICLE 3 |
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| February 2, 2017 |
Exhibit 2.6 INTELLECTUAL PROPERTY LICENSE AGREEMENT between BIOGEN INC. and BIOVERATIV INC. Dated as of February 1, 2017 TABLE OF CONTENTS Page Article I DEFINITIONS Section 1.1 General 1 Article II LICENSE RIGHTS AND LIMITATIONS, RESTRICTIONS AND OWNERSHIP Section 2.1 Non-Exclusive License to Biogen of Bioverativ Shared Intellectual Property 4 Section 2.2 Non-Exclusive License to Bioverativ of Bi |
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| February 2, 2017 |
Exhibit 2.5 EMPLOYEE MATTERS AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. Dated as of January 31, 2017 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS Section 1.1 General 1 ARTICLE II TRANSFER OF BIOVERATIV EMPLOYEES; GENERAL PRINCIPLES Section 2.1 Transfer of Employment to Bioverativ of Additional Employees; Post-Effective Time Transfers; Independent Contractors 3 Section 2.2 Assumption |
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| February 2, 2017 |
Exhibit 10.1 BIOVERATIV INC. 2017 PERFORMANCE-BASED MANAGEMENT INCENTIVE PLAN 1. Purpose This 2017 Performance-Based Management Incentive Plan (the ?Plan?) is established by Bioverativ Inc. (the ?Company?) to attract and retain persons of outstanding abilities and to stimulate efforts to bring about exceptional operating performance and reward the individuals who contribute to this performance. Th |
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| February 2, 2017 |
Exhibit 2.3 TAX MATTERS AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. DATED AS OF JANUARY 31, 2017 TABLE OF CONTENTS Page Section 1. Definition of Terms 2 Section 2. Liability for Taxes and Distribution Losses 12 Section 2.01 General Rule 12 Section 2.02 Allocation of Taxes for Pre-Distribution Periods 13 Section 3. Preparation and Filing of Tax Returns 14 Section 3.01 Biogen’s Responsi |
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| February 2, 2017 |
Exhibit 2.2 TRANSITION SERVICES AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. Dated as of February 1, 2017 TABLE OF CONTENTS Page Article I Definitions; Interpretation Section 1.1 General 1 Article II Services Section 2.1 General 2 Section 2.2 Standard for Services 2 Section 2.3 Transitional Nature of the Services 3 Section 2.4 Omitted Services 3 Section 2.5 Additional Services 3 Sectio |
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| February 2, 2017 |
Exhibit 10.5 BIOVERATIV INC. SUPPLEMENTAL SAVINGS PLAN Effective February 1, 2017 TABLE OF CONTENTS Page ARTICLE 1 INTRODUCTION 1 1.1 Purpose and Effective Date 1 ARTICLE 2 DEFINITIONS 1 2.1 401(k) restoration 1 2.2 Applicable compensation 1 2.3 Base salary 1 2.4 Bioverativ 1 2.5 Board 1 2.6 Change in Control 1 2.7 Code 2 2.8 Committee 2 2.9 Compensation Committee 2 2.10 Disability 2 2.11 Employee |
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| February 2, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2017 Bioverativ Inc. (Exact name of registrant as specified in its charter) Delaware 001-37859 81-3461310 (State or other jurisdiction of incorporation) (Commission File N |
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| February 2, 2017 |
Exhibit 2.1 SEPARATION AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. Dated as of January 31, 2017 TABLE OF CONTENTS Page Article I DEFINITIONS AND INTERPRETATION Section 1.1 General 2 Section 1.2 References; Interpretation 15 Article II THE SEPARATION Section 2.1 General 16 Section 2.2 Restructuring: Transfer of Assets; Assumption of Liabilities 16 Section 2.3 Treatment of Shared Contra |
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| February 2, 2017 |
Exhibit 2.4 MANUFACTURING AND SUPPLY AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. Dated as of January 31, 2017 1 CONTENTS ARTICLE 1 DEFINITIONS 3 ARTICLE 2 MANUFACTURING ? GENERAL PROVISIONS 10 ARTICLE 3 [RESERVED] 11 ARTICLE 4 PHASES 11 ARTICLE 5 MANUFACTURING, FORECASTS, ORDERS AND INVENTORY 13 ARTICLE 6 TESTING AND QUALITY ASSURANCE 17 ARTICLE 7 COST ALLOCATION, PRICING, AND PAYMENT |
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| February 2, 2017 |
Exhibit 99.1 PRESS RELEASE Bioverativ Launches as Global Biotechnology Company Dedicated to Meaningful Progress in Hemophilia ? Bioverativ starts with a leading hemophilia portfolio, novel pipeline and growing revenues ? Accomplished management team focused on driving innovation for people with hemophilia and creating value for shareholders ? Vision to become the leading rare disease company focus |
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| January 31, 2017 |
AMENDED AND RESTATED BIOVERATIV INC. A Delaware Corporation Exhibit 4.2 AMENDED AND RESTATED BYLAWS OF BIOVERATIV INC. A Delaware Corporation TABLE OF CONTENTS Page ARTICLE 1 Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 Meeting of Stockholders 1 2.1 Place of Meeting 1 2.2 Annual Meeting 1 2.3 Special Meetings Called by Directors or Officers 4 2.3A Special Meetings Called by Stockholders 4 2.4 Notice of Meetings 6 2.5 List of Stockholders |
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| January 31, 2017 |
Table of Contents As filed with the Securities and Exchange Commission on January 31, 2017 Registration No. |
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| January 31, 2017 |
Exhibit 99.1 BIOVERATIV INC. 2017 EMPLOYEE STOCK PURCHASE PLAN Section 1. Purpose of Plan and Defined Terms This 2017 Employee Stock Purchase Plan is intended to enable Eligible Employees of Bioverativ Inc. and its Designated Subsidiaries to use payroll deductions to purchase Common Stock in offerings under this Plan, and thereby acquire an ownership interest in the Company. This Plan is intended |
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| January 31, 2017 |
Table of Contents As filed with the Securities and Exchange Commission on January 31, 2017 Registration No. |
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| January 31, 2017 |
Exhibit 99.1 BIOVERATIV INC. 2017 OMNIBUS EQUITY PLAN 1. Defined Terms Exhibit A, which is incorporated by reference, defines certain capitalized terms used in the Plan and sets forth certain operational rules related to those terms. 2. Purpose; Term This Bioverativ Inc. 2017 Omnibus Equity Plan (the ?Plan?) provides for the grant of equity awards consisting of or based on the Common Stock of the |
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| January 31, 2017 |
Table of Contents As filed with the Securities and Exchange Commission on January 31, 2017 Registration No. |
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| January 31, 2017 |
Exhibit 4.2 AMENDED AND RESTATED BYLAWS OF BIOVERATIV INC. A Delaware Corporation TABLE OF CONTENTS Page ARTICLE 1 Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 Meeting of Stockholders 1 2.1 Place of Meeting 1 2.2 Annual Meeting 1 2.3 Special Meetings Called by Directors or Officers 4 2.3A Special Meetings Called by Stockholders 4 2.4 Notice of Meetings 6 2.5 List of Stockholders |
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| January 31, 2017 |
Exhibit 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIOVERATIV INC. Pursuant to the General Corporation Law of the State of Delaware Bioverativ Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: FIRST: The original Certificate of Incorporation of Bioverativ Inc. was fil |
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| January 31, 2017 |
Exhibit 99.1 BIOVERATIV INC. 2017 NON-EMPLOYEE DIRECTORS EQUITY PLAN 1. Purpose; Establishment. The Bioverativ Inc. 2017 Non-Employee Directors Equity Plan is intended to encourage ownership of shares of Common Stock by Non-Employee Directors of the Company and its Affiliates, and to provide an additional incentive to those directors to promote the success of the Company and its Affiliates. The Pl |
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| January 31, 2017 |
Exhibit 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIOVERATIV INC. Pursuant to the General Corporation Law of the State of Delaware Bioverativ Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: FIRST: The original Certificate of Incorporation of Bioverativ Inc. was fil |
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| January 31, 2017 |
AMENDED AND RESTATED BIOVERATIV INC. A Delaware Corporation Exhibit 4.2 AMENDED AND RESTATED BYLAWS OF BIOVERATIV INC. A Delaware Corporation TABLE OF CONTENTS Page ARTICLE 1 Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 Meeting of Stockholders 1 2.1 Place of Meeting 1 2.2 Annual Meeting 1 2.3 Special Meetings Called by Directors or Officers 4 2.3A Special Meetings Called by Stockholders 4 2.4 Notice of Meetings 6 2.5 List of Stockholders |
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| January 31, 2017 |
EX-4.1 2 a17-34182ex4d1.htm EX-4.1 Exhibit 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIOVERATIV INC. Pursuant to the General Corporation Law of the State of Delaware Bioverativ Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: FIRST: The original Certificate of Incor |
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| January 11, 2017 |
Bioverativ 8-K (Current Report/Significant Event) QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 11, 2017 |
INFORMATION STATEMENT Bioverativ Inc. Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Exhibit 99. |
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| January 5, 2017 |
bivvanalystday Confidential and proprietary Bioverativ Investor Day January 6th, 2017 2 Confidential and proprietary Forward-Looking Statements ? This presentation contains forward-looking statements, including statements relating to: the planned separation of Bioverativ from Biogen; business and strategic objectives; growth prospects and potential opportunities for commercial products and pipelin |
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| January 5, 2017 |
Bioverativ 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2017 Bioverativ Inc. (Exact name of registrant as specified in its charter) Delaware 001-37859 81-3461310 (State or other jurisdiction of incorporation) (Commissio |
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| December 20, 2016 |
As filed with the U.S. Securities and Exchange Commission on December 20, 2016 QuickLinks - Click here to rapidly navigate through this document As filed with the U. |
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| December 20, 2016 |
Form of INTELLECTUAL PROPERTY LICENSE AGREEMENT BIOGEN INC. BIOVERATIV INC. Dated as of [·],[·] Exhibit 2.6 Form of INTELLECTUAL PROPERTY LICENSE AGREEMENT between BIOGEN INC. and BIOVERATIV INC. Dated as of [?],[?] TABLE OF CONTENTS Page Article I DEFINITIONS Section 1.1 General 1 Article II LICENSE RIGHTS AND LIMITATIONS, RESTRICTIONS AND OWNERSHIP Section 2.1 Non-Exclusive License to Biogen of Bioverativ Shared Intellectual Property 4 Section 2.2 Non-Exclusive License to Bioverativ of Bio |
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| December 20, 2016 |
Form of EMPLOYEE MATTERS AGREEMENT by and between BIOGEN INC. BIOVERATIV INC. Dated as of [·],[·] Exhibit 2.5 Form of EMPLOYEE MATTERS AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. Dated as of [?],[?] TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS Section 1.1 General 1 ARTICLE II TRANSFER OF BIOVERATIV EMPLOYEES; GENERAL PRINCIPLES Section 2.1 Transfer of Employment to Bioverativ of Additional Employees; Post-Effective Time Transfers; Independent Contractors 4 Section 2.2 Assumption a |
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| December 20, 2016 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIOVERATIV INC. Pursuant to the General Corporation Law of the State of Delaware Bioverativ Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: FIRST: The original Certificate of Incorporation of Bioverativ Inc. was fil |
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| December 20, 2016 |
Form of TRANSITION SERVICES AGREEMENT by and between BIOGEN INC. BIOVERATIV INC. Dated as of [·],[·] Exhibit 2.2 Form of TRANSITION SERVICES AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. Dated as of [·],[·] TABLE OF CONTENTS Page Article I Definitions; Interpretation Section 1.1 General 1 Article II Services Section 2.1 General 2 Section 2.2 Standard for Services 2 Section 2.3 Transitional Nature of the Services 3 Section 2.4 Omitted Services 3 Section 2.5 Additional Services 4 Section |
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| December 20, 2016 |
Form of SEPARATION AGREEMENT by and between BIOGEN INC. BIOVERATIV INC. Dated as of [·],[·] Exhibit 2.1 Form of SEPARATION AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. Dated as of [·],[·] TABLE OF CONTENTS Page Article I DEFINITIONS AND INTERPRETATION Section 1.1 General 2 Section 1.2 References; Interpretation 15 Article II THE SEPARATION Section 2.1 General 16 Section 2.2 Restructuring: Transfer of Assets; Assumption of Liabilities 16 Section 2.3 Treatment of Shared Contrac |
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| December 20, 2016 |
Exhibit 10.6 Execution Version Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. SECOND AMENDED AND RESTATED DEVELOPMENT AND COMMERCIALIZATION AGREEMENT between Swedish Orphan Biovitrum AB (publ) and Biogen Idec Hemophilia Inc. CONFIDENTIAL TREATMENT REQUESTED FOIA EXEMPTION CLAIMED AND PRIOR NOTIFICATION REQUESTED B |
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| December 20, 2016 |
Bioverativ Inc. 225 Binney Street Cambridge, Massachusetts 02142 December 20, 2016 VIA EDGAR Ms. Suzanne Hayes Assistant Director U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Bioverativ Inc. (the ?Company?) Registration Statement on Form 10-12B File Number 001-37859 Dear Ms. Hayes: Reference is made to the Registration Statemen |
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| December 20, 2016 |
PRELIMINARY AND SUBJECT TO COMPLETION, DATED DECEMBER 20, 2016 INFORMATION STATEMENT Bioverativ Inc. Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Exhibit 99. |
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| December 20, 2016 |
AMENDED AND RESTATED BIOVERATIV INC. A Delaware Corporation Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF BIOVERATIV INC. A Delaware Corporation TABLE OF CONTENTS Page ARTICLE 1 Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 Meeting of Stockholders 1 2.1 Place of Meeting 1 2.2 Annual Meeting 1 2.3 Special Meetings Called by Directors or Officers 4 2.3A Special Meetings Called by Stockholders 4 2.4 Notice of Meetings 6 2.5 List of Stockholders |
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| December 20, 2016 |
Exhibit 2.4 Form of MANUFACTURING AND SUPPLY AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. Dated as of [·],[·] TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 3 ARTICLE 2 MANUFACTURING — GENERAL PROVISIONS 10 ARTICLE 3 [RESERVED] 11 ARTICLE 4 PHASES 11 ARTICLE 5 MANUFACTURING, FORECASTS, ORDERS AND INVENTORY 13 ARTICLE 6 TESTING AND QUALITY ASSURANCE 17 ARTICLE 7 COST ALLOCATION, PRICING, AND P |
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| December 20, 2016 |
Exhibit 21.1 Subsidiaries of Bioverativ Inc. The following entities are expected to be subsidiaries of Bioverativ Inc. upon completion of the distribution described in the information statement. Name Country or State in which a Subsidiary was Organized Bioverativ Therapeutics Inc. Delaware Bioverativ U.S. LLC Delaware Bioverativ Pacific LLC Delaware Bioverativ Canada Inc. Canada Bioverativ Japan J |
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| November 29, 2016 |
Exhibit 10.11 October 28, 2016 John Greene 27 Elsworthy Road London, United Kingdom, NW3 3BT Re: Revised Offer of Employment Dear John, I am pleased to extend you this offer of employment to join Bioverativ, a subsidiary of Biogen Inc., with the job title of Executive Vice President and Chief Financial Officer of Bioverativ. Bioverativ will be spun out from Biogen Inc. to focus on the research, de |
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| November 29, 2016 |
Form of INTELLECTUAL PROPERTY LICENSE AGREEMENT BIOGEN INC. BIOVERATIV INC. Dated as of [·],[·] EX-2.6 6 a2230347zex-26.htm EX-2.6 Exhibit 2.6 Form of INTELLECTUAL PROPERTY LICENSE AGREEMENT between BIOGEN INC. and BIOVERATIV INC. Dated as of [·],[·] TABLE OF CONTENTS Page Article I DEFINITIONS Section 1.1 General 1 Article II LICENSE RIGHTS AND LIMITATIONS, RESTRICTIONS AND OWNERSHIP Section 2.1 Non-Exclusive License to Biogen of Bioverativ Shared Intellectual Property 4 Section 2.2 Exclusi |
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| November 29, 2016 |
Subsidiaries of Bioverativ Inc. Exhibit 21.1 Subsidiaries of Bioverativ Inc. Name Country or State in which a Subsidiary was Organized Bioverativ Therapeutics Inc. Delaware Bioverativ U.S. LLC Delaware Bioverativ Pacific LLC Delaware Bioverativ Canada Inc. Canada Bioverativ Japan Japan |
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| November 29, 2016 |
Form of TRANSITION SERVICES AGREEMENT by and between BIOGEN INC. BIOVERATIV INC. Dated as of [·],[·] Exhibit 2.2 Form of TRANSITION SERVICES AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. Dated as of [·],[·] TABLE OF CONTENTS Page Article I Definitions; Interpretation Section 1.1 General 1 Article II Services Section 2.1 General 2 Section 2.2 Standard for Services 2 Section 2.3 Transitional Nature of the Services 3 Section 2.4 Omitted Services 3 Section 2.5 Additional Services 4 Section |
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| November 29, 2016 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIOVERATIV INC. Pursuant to the General Corporation Law of the State of Delaware Bioverativ Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: FIRST: The original Certificate of Incorporation of Bioverativ Inc. was fil |
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| November 29, 2016 |
Form of TAX MATTERS AGREEMENT by and between BIOGEN INC. BIOVERATIV INC. DATED AS OF [·],[·] Exhibit 2.3 Form of TAX MATTERS AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. DATED AS OF [·],[·] TABLE OF CONTENTS Page Section 1. Definition of Terms 2 Section 2. Liability for Taxes and Distribution Losses 12 Section 2.01 General Rule 12 Section 2.02 Allocation of Taxes for Pre-Distribution Periods 13 Section 3. Preparation and Filing of Tax Returns 14 Section 3.01 Biogen’s Responsib |
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| November 29, 2016 |
PRELIMINARY AND SUBJECT TO COMPLETION, DATED NOVEMBER 29, 2016 INFORMATION STATEMENT Bioverativ Inc. EX-99.1 13 a2230347zex-991.htm EX-99.1 Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Exhibit 99.1 [ · ], [ · ] Dear Biogen Stockholder: In May 2016, we announced plans to spin-off our hemophilia business into an independent, publicly traded company. The strategic goal of this separation is to establish two focused companies dedicated to driving curr |
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| November 29, 2016 |
Form of SEPARATION AGREEMENT by and between BIOGEN INC. BIOVERATIV INC. Dated as of [·],[·] EX-2.1 2 a2230347zex-21.htm EX-2.1 Exhibit 2.1 PRIVILEGED AND CONFIDENTIAL Form of SEPARATION AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. Dated as of [·],[·] TABLE OF CONTENTS Page Article I DEFINITIONS AND INTERPRETATION Section 1.1 General 2 Section 1.2 References; Interpretation 15 Article II THE SEPARATION Section 2.1 General 16 Section 2.2 Restructuring: Transfer of Assets; Assum |
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| November 29, 2016 |
As filed with the U.S. Securities and Exchange Commission on November 29, 2016 10-12B/A 1 a2230347z10-12ba.htm 10-12B/A QuickLinks - Click here to rapidly navigate through this document As filed with the U.S. Securities and Exchange Commission on November 29, 2016 File No.001-37859 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES |
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| November 29, 2016 |
EX-99.2 14 a2230347zex-992.htm EX-99.2 Exhibit 99.2 Important Notice Regarding the Availability of Materials BIOGEN INC. You are receiving this communication because you hold shares of common stock of Biogen Inc. ("Biogen"). Biogen has released informational materials regarding the spin-off of its wholly owned subsidiary, Bioverativ Inc. ("Bioverativ"), that are now available for your review. This |
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| November 29, 2016 |
Exhibit 10.10 May 19, 2016 John Cox 559 Concord Road Sudbury, MA 01776 Re: Conditional Offer of SpinCo Employment Dear John, This letter agreement (?Agreement?) sets forth the terms and conditions of our conditional offer of employment with the new legal entity expected to be spun out from Biogen Inc. to focus on the research, development, and commercialization of hemophilia therapies. For purpose |
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| November 29, 2016 |
Form of EMPLOYEE MATTERS AGREEMENT by and between BIOGEN INC. BIOVERATIV INC. Dated as of [·],[·] Exhibit 2.5 Form of EMPLOYEE MATTERS AGREEMENT by and between BIOGEN INC. and BIOVERATIV INC. Dated as of [·],[·] TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS Section 1.1 General 1 ARTICLE II TRANSFER OF BIOVERATIV EMPLOYEES; GENERAL PRINCIPLES Section 2.1 Transfer of Employment to Bioverativ of Additional Employees; Post-Effective Time Transfers; Independent Contractors 4 Section 2.2 Assumption a |
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| November 29, 2016 |
Exhibit 10.12 September 28, 2016 Rogerio Vivaldi 716 Newton Street Chestnut Hill, MA, 02467 Re: Offer of Employment Dear Rogerio, I am pleased to extend you this conditional offer of employment to join Bioverativ, a subsidiary of Biogen Inc., with the job title of Executive Vice President and Chief Global Therapeutics Operations Officer. Bioverativ will be spun out from Biogen Inc. to focus on the |
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| November 29, 2016 |
Exhibit 10.9 INDEMNIFICATION AGREEMENT This Agreement, made and entered into this day of , 201 (?Agreement?), by and between Bioverativ Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?): WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself to indemnify, and to advance expenses on behalf of, its directors and officers to the fullest extent permitted by |
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| October 21, 2016 |
Exhibit 10.7 Confidential Execution Copy AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This Amendment No. 1 (this ?Amendment?), dated August 13, 2014 (the ?Amendment Effective Date?), to the Second Amended and Restated Development and Commercialization Agreement, dated April 10, 2014 (the ?Agreement?), is entered into by and between Biogen Idec Hemophil |
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| October 21, 2016 |
Exhibit 10.8 Confidential Execution Copy AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This Amendment No. 2 (this ?Amendment?), dated June 25, 2015 (the ?Amendment Effective Date?), to the Second Amended and Restated Development and Commercialization Agreement, dated April 10, 2014, as amended (the ?Agreement?), is entered into by and between Biogen Hem |
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| October 21, 2016 |
Confidential Materials omitted and filed separately with the Exhibit 10.6 Execution Version Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. SECOND AMENDED AND RESTATED DEVELOPMENT AND COMMERCIALIZATION AGREEMENT between Swedish Orphan Biovitrum AB (publ) and Biogen Idec Hemophilia Inc. CONFIDENTIAL TREATMENT REQUESTED FOIA EXEMPTION CLAIMED AND PRIOR NOTIFICATION REQUESTED B |
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| October 21, 2016 |
As filed with the U.S. Securities and Exchange Commission on October 21, 2016 File No.001-37859 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Bioverativ Inc. (Exact name of Registrant as specified in its charter) Delaware (State |
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| September 26, 2016 |
QuickLinks - Click here to rapidly navigate through this document As filed with the U. |
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| September 26, 2016 |
September 26, 2016 VIA FEDEX AND EDGAR U.S. Securities and Exchange Commission Office of Healthcare and Insurance Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Suzanne Hayes, Assistant Director Re: Bioverativ Inc. (the ?Company?) Registration Statement on Form 10-12B Filed August 11, 2016 File Number 001-37859 Dear Ms. Hayes: We submit this letter in response t |
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| September 26, 2016 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Exhibit 99. |
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| August 11, 2016 |
QuickLinks - Click here to rapidly navigate through this document As filed with the U. |
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| August 11, 2016 |
PRELIMINARY AND SUBJECT TO COMPLETION, DATED AUGUST 11, 2016 INFORMATION STATEMENT Bioverativ Inc. Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Exhibit 99. |
