Item 1.01 Entry into a Material Definitive Agreement.



As previously disclosed, on October 15, 2019, Alexion Pharmaceuticals, Inc.
("Alexion") entered into an Agreement and Plan of Merger with Beagle Merger Sub,
Inc., a Delaware corporation and a wholly owned subsidiary of Alexion ("Merger
Subsidiary"), and Achillion Pharmaceuticals, Inc. ("Achillion"), pursuant to
which, among other things, upon the terms and subject to the conditions thereof,
Merger Subsidiary merged with and into Achillion, with Achillion surviving as a
wholly owned subsidiary of Alexion (the "Merger"). The Merger became effective
on January 28, 2020. At the effective time of the Merger, each share of
Achillion common stock (other than certain excluded shares as described in the
Merger Agreement) automatically converted into the right to receive (1) $6.30 in
cash, without interest, and (2) one CVR pursuant to the CVR Agreement (each as
defined below).
In connection with its acquisition of Achillion, Alexion entered into a
Contingent Value Rights Agreement (the "CVR Agreement") with Computershare Inc.
as rights agent. Each contingent value right ("CVR") entitles its holder to
receive a payment in cash of (1) $1.00 upon the achievement of a Clinical Trial
Milestone (as defined in the CVR Agreement) relating to the development of
Achillion's product candidate ACH-5228 prior to January 28, 2024 and (2) $1.00
upon Alexion's first receipt of approval by the FDA of a new drug application or
other regulatory approval application which approval grants Alexion the right to
market and sell Achillion's product candidate ACH-4471 in the United States
prior to July 28, 2024.
The CVRs are not transferable except under certain limited circumstances
described in the CVR Agreement, are not evidenced by a certificate or other
instrument and are not registered or listed for trading. The CVRs do not have
any voting or dividend rights and do not represent any equity or ownership
interest in Alexion, Achillion or any of their affiliates. The maximum aggregate
amount potentially payable by Alexion pursuant to the CVRs is approximately $306
million.
References to, and descriptions of, the CVR Agreement as set forth herein are
not intended to be complete and are qualified in their entirety by the full text
of the agreement, which is attached to this report as Exhibit 10.1, and is
incorporated by reference in this Item 1.01.

Item 7.01 Regulation FD Disclosure.

On January 28, 2020, Alexion issued a press release announcing the consummation of the Merger. A copy of the press release is attached as Exhibit 99.1 hereto. The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing. In addition, Exhibit 99.1 contains statements intended as "forward-looking statements" that are subject to the cautionary statements about forward-looking statements set forth in such exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

--------------------------------------------------------------------------------



Exhibit Number   Description
                   Contingent Value Rights Agreement dated as of January 28, 2020
        10.1     among Alexion Pharmaceuticals, Inc. and Computershare Inc.
                   Press Release issued by Alexion Pharmaceuticals, Inc. dated
        99.1     January 28, 2020
                 Cover Page Interactive Data File (embedded within the Inline XBRL
           104   document)

--------------------------------------------------------------------------------



                                   Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 28, 2020 ALEXION PHARMACEUTICALS, INC.



                       By:   /s/ Doug Barry
                       Name:  Doug Barry
                       Title:  Vice President, Corporate Law

© Edgar Online, source Glimpses