DGAP-News: PAION GRANTS LICENCE TO REMIMAZOLAM IN CANADA TO

DGAP-News: PAION AG / Key word(s): Contract PAION GRANTS LICENCE TO REMIMAZOLAM IN CANADA TO PENDOPHARM 09.07.2014 / 14:30 --------------------------------------------------------------------- PAION GRANTS LICENCE TO REMIMAZOLAM IN CANADA TO PENDOPHARM - Final license agreement signed Aachen (Germany), 09 July 2014 - PAION AG, a Specialty Pharma Company (ISIN DE000A0B65S3; Frankfurt Stock Exchange Prime Standard: PA8) and Pendopharm, a division of Pharmascience Inc., headquartered in Montreal, Canada, have signed the final license agreement for Remimazolam. The agreement grants Pendopharm an exclusive licence for the development and commercialization in the territory of Canada. Under the licence agreement, PAION will be eligible to receive future milestone payments of CAD 5.7 million (approx. EUR 3.8 million) and significant double digit tiered royalties on net sales in Canada starting at 15%. Through the option agreement announced on 13 June 2014, Pendopharm's European affiliate, Pharmascience International Limited, has already committed to invest up to EUR 4 million in shares not subscribed by PAION's shareholders at the end of the rights offering at a 10% premium to the theoretical ex-rights price of PAION's share price. Because at the end of the rights offering, no new shares were available to permit the investment of the EUR 4 million, PAION now has the right to require Pendopharm or Pharmascience International Limited, within an agreed time period after the rights offering, to invest the EUR 4 million in shares of PAION in a separate private placement at a 10% premium to the then current market price. In certain cases, Pendopharm and Pharmascience International Limited, instead of investing EUR 4 million in a separate private placement, will make a cash payment to PAION in an amount equal to 10% of the investment amount. ### About Remimazolam Remimazolam is an innovative short-acting general anaesthetic/sedative. Due to its short duration of action and good controllability, it has a preferable efficacy and safety profile relative to other currently marketed anaesthesia compounds. The rapid offset of Remimazolam's effect is due to its metabolism by tissue esterase enzymes that are widely distributed throughout the body. Remimazolam has potential in three indications: - Procedural sedation - General anaesthesia - ICU sedation Remimazolam is available for licensing outside Japan, China, Russia (CIS) Turkey, the MENA Region, South Korea and Canada, where the compound is partnered with, Ono Pharmaceutical, Yichang Humanwell, R-Pharm, Hana Pharm and Pendopharm. About PAION PAION AG is a publicly-listed Specialty Pharma Company headquartered in Aachen, Germany with a second site in Cambridge, UK. The company has a track record in developing hospital-based treatments for which there is substantial unmet medical need. PAION AG is transforming its business model from a pure development company to a specialty pharmaceutical company with a focus on anaesthesia products to take advantage of the unique profile of its main compound, Remimazolam. About Pendopharm, a Division of Pharmascience Inc. Pendopharm is a division of Pharmascience Inc., a Canadian privately-owned company. Established in 1983, Pharmascience Inc. is Canada's 10th largest pharmaceutical company, with a highly-skilled workforce of 1,400 people. Pharmascience commercializes over 400 products, including branded prescription, OTC and BTC products as well as generic products in Canada and with its affiliates and distributors in to over 60 countries worldwide. Strategically committed to growth, Pendopharm is actively engaged in licensing, partnering, developing and marketing late-stage specialty prescription medicines as well as consumer brands. http://www.pendopharm.com PAION Contact Ralf Penner Director Investor Relations / Public Relations PAION AG Martinstrasse 10-12 52062 Aachen - Germany Phone: +49 241 4453-152 E-mail: r.penner@paion.com www.paion.com Pendopharm Contact Isabelle Vezina Senior Director, Marketing Pendopharm, a division of Pharmascience Inc. 6111, Royalmount Avenue, Suite 100 Montreal, Quebec H4P 2T4, Canada Phone: +1 514 340 9800 Email: ivezina@pendopharm.com www.pendopharm.com Disclaimer: This release contains certain forward-looking statements concerning the future business of PAION AG. These forward-looking statements contained herein are based on the current expectations, estimates and projections of PAION AG's management as of the date of this release. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors. Should actual conditions differ from the Company's assumptions, actual results and actions may differ materially from any future results and developments expressed or implied by such forward-looking statements. Considering the risks, uncertainties and other factors involved, recipients should not rely unreasonably upon these forward-looking statements. PAION AG has no obligation to periodically update any such forward-looking statements to reflect future events or developments. This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of PAION AG in the United States, Germany or any other jurisdiction. The securities have already been sold. In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. End of Corporate News --------------------------------------------------------------------- 09.07.2014 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- Language: English Company: PAION AG Martinstr. 10-12 52062 Aachen Germany Phone: +49 (0)241-4453-0 Fax: +49 (0)241-4453-100 E-mail: info@paion.com Internet: www.paion.com ISIN: DE000A0B65S3 WKN: A0B65S Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of News DGAP News-Service --------------------------------------------------------------------- 277305 09.07.2014