Hemogenyx Pharmaceuticals plc 

(“Hemogenyx” or the “Company”)

Collaboration, License and Investment by Orgenesis for unique mouse model

Hemogenyx Pharmaceuticals plc (LSE: HEMO), the biopharmaceutical group developing new therapies and treatments designed to transform bone marrow transplantation for the treatment of blood diseases, announces that its wholly owned subsidiary Immugenyx, LLC (“Immugenyx”) has entered into a collaboration agreement with Orgenesis, Inc (“Orgenesis”). Orgenesis (NASDAQ: ORGS) is a vertically-integrated biopharmaceutical company with expertise and experience in cell therapy development and manufacturing.

Immugenyx will collaborate with Orgenesis on the further development and commercialization of its advanced hematopoietic chimeras (AHC). AHC, a new type of humanised mouse with a functional human immune system, is being developed by Immugenyx as an in vivo platform for disease modelling and the development of drugs and cell therapies.

Dr Vladislav Sandler, CEO & Co-Founder of Hemogenyx, commented: “As a company committed to the discovery and development of novel therapeutic products for patients suffering from blood and severe autoimmune diseases, we are pleased to partner with Orgenesis, a premier service provider in the regenerative medicine industry and a pioneer in cell reprogramming. The commercial collaboration, license agreement and investment is an additional confirmation of the uniqueness and value of Immugenyx’ AHC platform.”

Vered Caplan, CEO of Orgenesis, commented: “We are excited to collaborate with Immugenyx, as this technology has broad potential to accelerate drug development across a wide range of indications, by mimicking the human immune system within a mouse model. Through this novel platform, our goal is to advance the field of cell therapy through a unique and innovative way of using an in vivo model of the human immune system.”

According to the terms of the agreement, Orgenesis and/or one or more qualified investors (the “Investors”) will advance to Immugenyx a convertible loan in an amount of not less than US$1,000,000 (the “Convertible Loan”). As part of the Agreement, the Investors shall have the right to convert the outstanding Convertible Loan amount into either: (i) shares of Immugenyx at a price per share based on a pre-money valuation of US$8,000,000; or (ii) shares of Orgenesis’ common stock at a price per share equal to the weighted average trading price of Orgenesis’ common stock for the three trading days preceding conversion.

Orgenesis and/or the Investors shall have the option, exercisable at any time up to the third anniversary of the closing of the transaction, to invest additional funds in an amount of up to US$1,000,000 and not less than US$500,000 in Immugenyx.

Orgenesis shall have the right to market and serve as a distributor of Immugenyx products. Immugenyx hereby grants Orgenesis and its Affiliates a perpetual (for as long as the current agreement is in force), non-exclusive, worldwide, sublicensable through multiple tiers license to use, market, sell and otherwise commercialize Immugenyx technology, patents and/or products. Immugenyx will retain exclusive rights to manufacture, make and supply to Orgenesis or its Affiliates all Immugenyx technology and/or licensed products that are marketed, sold or otherwise commercialized by Orgenesis or its Affiliates. In consideration for the license, Orgenesis shall pay to Immugenyx a royalty of 12% of Orgenesis’ net revenues generated from Immugenyx’ technology.

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