Trubion Pharmaceuticals, Inc. (Nasdaq: TRBN) announced the signing of a definitive merger agreement with Emergent BioSolutions Inc. (NYSE: EBS), in which Emergent has agreed to acquire Trubion. Under the terms of the agreement, each share of Trubion common stock will be converted into the right to receive an upfront payment of $1.365 per share in cash and 0.1641 shares of Emergent BioSolutions common stock. The upfront payment represents a value of $4.55 per share, or approximately $96.8 million, based on Trubion's total common shares outstanding, the net value of dilutive stock options, and the trading average of Emergent BioSolutions common stock for the five days prior to the signing of the definitive agreement. Trubion Pharmaceuticals stockholders will also receive one Contingent Value Right (CVR) per share, which will entitle the holder to receive cash payments based upon achievement of the following predefined milestones:Milestone Events Applicable Payments Initiation of the first Phase 2 clinical study for TRU-016 $1.75 million Release of TRU-016 manufactured for use in clinical studies $10.0 million Initiation of dosing in the first Phase 2 clinical study for a non-CD20 target $0.75 million Initiation of the first Phase 3 clinical study in oncology indication for TRU-016 $15.0 million Initiation of dosing in the first Phase 3 clinical study for the first major indication for CD20 candidate $6.25 million Initiation of dosing in the first Phase 3 clinical study for the second major indication for CD20 candidate $5.0 million The total potential aggregate value of the CVRs is $38.7 million over a 36-month period, post-closing. The combination of the upfront consideration along with the potential value of the CVRs results in total consideration of up to $135.5 million for Trubion stockholders.

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