MODE 1: Pre-Acquisition Deep Analysis (收购前深度分析)
Section 6: Deal Structure Recommendations (交易结构建议)
Project Tengen | IASO Bio × Medisix Therapeutics
Date: 2026-03-20 | Classification: CONFIDENTIAL
6.1 Recommended Deal Structure (推荐交易结构)
6.1.1 Share Purchase vs Asset Purchase
| Option |
Pros |
Cons |
Recommendation |
| Share Purchase (MT Inc USA) |
Preserves NUS license (held by MT SG, subsidiary of MT Inc); preserves OPBG relationship; preserves clinical trial continuity; tax losses may transfer |
Inherits ALL liabilities ($29M+ CPNs, $12M intercompany, contingent liabilities); WuXi contracts inherit; employment obligations |
⚠️ Possible but requires liability ringfencing |
| Share Purchase (MT SG directly) |
Gets the operating entity and NUS license directly; avoids US parent complexity |
Requires MT Inc shareholder consent; CPNs sit at MT Inc level — still need resolution; breaks US corporate structure |
❌ More complex; doesn't solve CPN issue |
| Asset Purchase |
Cherry-pick assets (IP, clinical data, contracts); avoid unknown liabilities |
NUS license may not be assignable; OPBG relationship disrupted; clinical trial continuity risk; taxable event |
❌ NUS license assignability risk is deal-breaking |
| Staged Acquisition |
Phase 1: Acquire controlling stake; Phase 2: Squeeze-out minorities |
Reduces upfront cost; tests integration; maintains continuity |
✅ Can work if combined with share purchase |
RECOMMENDATION: 100% Share Purchase of MT Inc (USA)
Rationale:
- MT Inc owns 100% of MT SG (which holds the NUS license)
- All IP is assigned to MT Inc (after 2023 chain correction)
- Share purchase preserves all contractual relationships without novation risk
- CPNs and equity are at MT Inc level — resolved in the same transaction
- SPV "Metis Bio" acquires 100% of MT Inc shares from existing shareholders
Structure Diagram:
PRE-ACQUISITION: POST-ACQUISITION:
Shareholders IASO Bio (驯鹿生物)
(Campana, Bruce, │
ClavystBio, Lightstone, │ 100%
Osage, EDBI, NUS, etc.) │
│ Metis Bio Pte Ltd (SG SPV)
│ 100% │
│ │ 100%
MT Inc (USA) MT Inc (USA)
│ │
│ 100% │ 100%
│ │
MT SG (Medisix) MT SG (Medisix)
│ │
├── NUS License ├── NUS License
├── JTC Lease ├── JTC Lease
├── OPBG CDA ├── OPBG CDA
└── WuXi (ad-hoc) └── WuXi (to be replaced)
6.1.2 Staged vs Full Acquisition
RECOMMENDATION: Full (100%) acquisition in single closing
Rationale:
- Medisix is insolvent ($80K cash); cannot survive delay → forced single transaction
- CPNs mature Mar 31, 2026 → must resolve contemporaneously
- NUS license performance milestones (Aug 2027) require immediate action
- Partial acquisition complicates CPN restructuring and operational control
- No strategic benefit to minority position in a 4-employee company
6.2 Consideration Mix (对价结构)
6.2.1 Recommended Structure
| Component |
Amount |
% of Total |
Timing |
Condition |
| Upfront Cash |
$15-20M |
25-30% |
At closing |
Unconditional |
| CPN Restructuring |
$20-25M |
35-40% |
At/before closing |
Novation agreements signed |
| Escrow/Holdback |
$5M |
8-10% |
18-month escrow |
Rep & warranty claims |
| Earnout Milestone 1 |
$5-10M |
10-15% |
Within 24 months |
PCART7 achieves 23-patient enrollment at OPBG |
| Earnout Milestone 2 |
$5-10M |
10-15% |
Within 36 months |
EMA CMA filing OR US IND acceptance |
| Earnout Milestone 3 |
$5-10M |
10-15% |
Within 48 months |
CD99-PEBL or CD70-PEBL enters clinical development (IND/CTA filed) |
| TOTAL |
$55-80M |
100% |
|
|
6.2.2 Cash vs Stock Decision
RECOMMENDATION: All-cash consideration
| Factor |
Cash |
IASO Stock |
| Simplicity |
✅ Clean |
❌ Pre-IPO IASO stock illiquid; valuation uncertain |
| Seller preference |
✅ Distressed sellers want liquidity |
❌ Medisix shareholders unlikely to accept pre-IPO stock |
| IASO dilution |
✅ No dilution |
❌ Dilutes existing shareholders pre-IPO |
| Alignment |
⚠️ Less post-close alignment |
✅ Sellers share upside |
| Regulatory |
✅ Simpler |
❌ Securities law complications (SG, US, CN) |
💡 INSIGHT: Post-IPO, IASO could consider stock-based earnout payments — this aligns Medisix shareholders with IASO's success while preserving pre-IPO cash.
6.3 Earnout / Milestone Payment Design (对赌/里程碑设计)
6.3.1 Milestone Definitions
| Milestone |
Definition |
Amount |
Deadline |
Measurement |
| M1: Clinical enrollment |
23 patients enrolled and dosed in PCART7 Phase I/II study across OPBG + expansion sites |
$5-10M |
24 months from closing |
Investigator confirmation; CRO (TMC) verification |
| M2: Regulatory filing |
Submission of CMA application to EMA for PCART7 OR IND acceptance by FDA for PCART7 |
$5-10M |
36 months from closing |
EMA/FDA acknowledgment letter |
| M3: Platform expansion |
First CTA/IND filing for any PEBL-based product targeting a NEW antigen (CD99, CD70, or other) |
$5-10M |
48 months from closing |
Regulatory authority acknowledgment |
| M4 (optional): First commercial sale |
First commercial sale of any PEBL-based product in any jurisdiction |
$10-15M |
60 months from closing |
Revenue recognition per IFRS |
6.3.2 Earnout Protections
| Protection |
For Buyer (IASO) |
For Seller (Medisix shareholders) |
| Effort standard |
✅ Commercially reasonable efforts (not absolute) |
Minimum annual R&D spend commitment ($3M/year on PEBL programs) |
| Dispute resolution |
✅ Independent CRO/auditor as arbiter |
Right to audit milestone progress annually |
| Acceleration |
— |
✅ Earnout accelerates on IASO's sale/IPO (at NPV) |
| Anti-manipulation |
— |
✅ IASO cannot purposely delay milestones to avoid payment |
| Cap |
✅ Total earnout capped at $30M |
— |
6.4 Rep & Warranty Framework (陈述与保证框架)
6.4.1 Key Representations Required from Seller
| Category |
Key Reps |
Survival Period |
Special Concerns |
| IP Ownership |
Valid chain of title; no infringement; no encumbrances |
36 months |
Campana personal AML patent; NUS co-ownership |
| NUS License |
License in good standing; no default; no termination notice; all obligations current |
36 months |
Amendment 3-4 status; equity participation |
| Financial Statements |
True and fair in all material respects; no undisclosed liabilities |
24 months |
Going concern qualification; intercompany loan |
| Tax |
All returns filed; no audits pending; TP documentation adequate |
Statute of limitations |
$12M intercompany loan; 7% markup |
| Employment |
Compliant with SG Employment Act; all compensation paid; no disputes |
24 months |
"At-will" clauses; Campana deferred fees |
| Regulatory |
All clinical activities compliant; no adverse regulatory actions; data integrity |
36 months |
OPBG trial compliance; EMA interactions |
| Insurance |
Adequate coverage for operations |
12 months |
🔴 Currently NO clinical trial, product liability, or D&O insurance |
| Data Privacy |
Compliant with PDPA/GDPR/PIPL |
36 months |
OPBG patient data; NUH data |
| No Undisclosed Liabilities |
Standard |
24 months |
Related party transactions |
| Contracts |
All material contracts disclosed; no defaults; no change of control issues |
24 months |
JTC consent requirement; WuXi expired MSA |
6.4.2 Indemnification
| Item |
Cap |
Basket/Deductible |
| General indemnification |
30% of total consideration |
1% deductible (tipping basket) |
| Fundamental reps (IP, title, authority) |
100% of total consideration |
$0 (first dollar) |
| Tax indemnification |
100% of exposure |
$0 (first dollar) |
| Fraud |
Unlimited |
$0 |
6.5 Material Adverse Change (MAC) Clause (重大不利变化条款)
6.5.1 MAC Definition — Must Include
| MAC Trigger |
Rationale |
| NUS license termination or material adverse amendment |
Core asset protection |
| Loss of Dario Campana engagement |
Key person |
| Clinical hold on PCART7 by any regulatory authority |
Clinical asset protection |
| Adverse regulatory action by EMA, HSA, or FDA affecting PEBL products |
Regulatory pathway |
| Loss of OPBG clinical collaboration |
European program |
| Material litigation or government investigation |
General |
| Inability to operate Singapore lab (JTC termination) |
Operational |
6.5.2 MAC Carve-Outs (Standard)
| Carve-Out |
Notes |
| General market/economic conditions |
Standard |
| Changes in law/regulation (general) |
Standard |
| Industry-wide changes |
Standard |
| Actions taken with buyer's consent |
Standard |
| COVID/pandemic/force majeure |
Standard |
| Effects of the announcement of the transaction |
Standard |
6.6 Escrow / Holdback (托管/扣留)
6.6.1 Recommended Structure
| Escrow |
Amount |
Duration |
Purpose |
| General indemnification escrow |
$3M |
18 months post-closing |
Rep & warranty claims |
| Tax escrow |
$2M |
36 months post-closing or resolution of TP matters |
Transfer pricing and intercompany loan tax exposure |
| Total escrow |
$5M |
|
|
6.6.2 Release Schedule
| Trigger |
Release |
| 18 months post-closing (no claims) |
$3M general escrow released |
| 36 months post-closing (no tax claims) |
$2M tax escrow released |
| Resolution of specific claim |
Pro rata release of unclaimed amounts |
6.7 Closing Conditions Checklist (交割条件清单)
6.7.1 Conditions Precedent to Closing
| # |
Condition |
Status |
Owner |
Target Date |
| CP1 |
NUS License Amendment 3 signed with terms acceptable to IASO |
⚠️ Under negotiation |
IASO Legal / NUS |
Before SPA signing |
| CP2 |
CPN restructuring agreements with ALL note holders |
⚠️ In progress |
IASO CFO / Advisors |
Before closing |
| CP3 |
Dario Campana: (a) new consulting/advisory agreement with IASO; (b) AML patent transfer to MT Inc; (c) IP assignment confirmation |
❌ Not started |
IASO HR / Legal |
Before closing |
| CP4 |
JTC change of control consent |
❌ Not started |
Medisix / JTC |
Before closing |
| CP5 |
IASO board resolution approving acquisition |
⚠️ Prepared |
IASO Corporate Secretary |
Before SPA signing |
| CP6 |
ODI (Outbound Direct Investment) approval from Chinese authorities |
❌ Not started |
IASO / MOFCOM-SAFE |
30-60 days |
| CP7 |
Sanctions/AML screening of all transaction parties |
❌ Not started |
Compliance / Legal |
Before closing |
| CP8 |
No MAC between signing and closing |
Ongoing |
— |
At closing |
| CP9 |
Bring-down of seller reps & warranties |
— |
— |
At closing |
| CP10 |
Delivery of all required corporate approvals (MT Inc board + shareholder) |
⚠️ In progress |
Medisix / Advisors |
Before closing |
| CP11 |
Insurance coverage established (at minimum: D&O, clinical trial liability) |
❌ Not started |
Medisix |
Before closing |
| CP12 |
Employee IP assignment agreements signed (Cecilia Sim, Dr. Chuan PeiYing) |
❌ Not started |
Medisix HR / Legal |
Before closing |
| CP13 |
InterCompany loan ($12M) capitalized or formally documented |
❌ Not started |
Tax / Legal |
Before closing |
6.7.2 Post-Closing Obligations
| # |
Obligation |
Timeline |
Owner |
| PC1 |
File Form 45 with ACRA (SG) for change of directors/shareholders |
14 days post-closing |
SG Legal |
| PC2 |
Notify WuXi ATU of change of control (if required by SOW) |
30 days post-closing |
CMC |
| PC3 |
Notify TMC Pharma of assignment per MSA terms |
30 days post-closing |
Clinical |
| PC4 |
Notify OPBG of change in sponsor entity |
30 days post-closing |
Clinical |
| PC5 |
File tax notifications in SG and US |
Per statutory deadlines |
Tax |
| PC6 |
Update patent assignments at USPTO, EPO, SIPO as needed |
90 days post-closing |
IP |
| PC7 |
Implement integration governance structure |
Day 1 |
Integration |
6.8 Proposed Transaction Timeline (交易时间表)
| Phase |
Activity |
Target Date |
Status |
| Phase 1: Negotiation |
|
|
|
|
DD completed |
✅ Dec 2025 |
Done |
|
SPV "Metis Bio" established |
⚠️ Jan 2026 |
In progress |
|
SPA/TS drafted and sent to Medisix |
⚠️ Jan 6, 2026 |
Sent |
|
NUS Amendment 3 negotiation |
⚠️ Jan-Feb 2026 |
In progress |
|
CPN restructuring negotiation |
⚠️ Jan-Mar 2026 |
In progress |
|
SPA signing |
End Jan 2026 |
Target |
| Phase 2: Closing |
|
|
|
|
IASO board approval |
Feb 2026 |
Pending |
|
ODI application |
Feb 2026 |
Pending |
|
JTC consent |
Feb 2026 |
Pending |
|
NUS Amendment 3 execution |
Feb 2026 |
Pending |
|
CPN novation execution |
Feb-Mar 2026 |
Pending (before Mar 31 maturity) |
|
Campana retention agreement |
Feb 2026 |
Pending |
|
Closing |
Mar 2026 |
Target |
| Phase 3: Integration |
|
|
|
|
Day 1 readiness |
At closing |
Planned |
|
100-day integration plan |
Mar-Jun 2026 |
Planned |
|
Manufacturing chain rebuild |
Mar 2026 - Sep 2027 |
Planned |
|
Clinical enrollment (23 pts) |
By end 2026 |
Target |
⚠️ TIMING CRITICAL: CPNs mature March 31, 2026. The entire transaction must close before this date or the CPNs must be restructured separately. The Tengen Checklist (Jan 7, 2026) targeted SPA signing by end of January — this timeline is aggressive but necessary.
[All source citations refer to documents indexed in 00_Document_Inventory.md]