On October 8, 2019, Thermo Fisher Scientific Inc. (the "Company") issued $900,000,000 aggregate principal amount of 2.600% Senior Notes due 2029 (the "Notes") in a public offering (the "USD Offering") pursuant to a registration statement on Form S-3 (File No. 333-229951) and a preliminary prospectus supplement and prospectus supplement related to the offering of the Notes, each as previously filed with the Securities and Exchange Commission (the "SEC") (Filing, 8-K, Thermo Fisher Scientific, OCT 8, 2019, View Source [SID1234551119]).

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On September 30, 2019, the Company issued €800,000,000 aggregate principal amount of 0.125% Senior Notes due 2025, €800,000,000 aggregate principal amount of 0.500% Senior Notes due 2028, €900,000,000 aggregate principal amount of 0.875% Senior Notes due 2031, €900,000,000 aggregate principal amount of 1.500% Senior Notes due 2039 and €1,000,000,000 aggregate principal amount of 1.875% Senior Notes due 2049 (the "Euro Offering").

The Notes were issued under an indenture, dated as of November 20, 2009 (the "Base Indenture"), and the Nineteenth Supplemental Indenture, dated as of October 8, 2019 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee. The sale of the Notes was made pursuant to the terms of an Underwriting Agreement, dated September 24, 2019 (the "Underwriting Agreement"), among the Company, as issuer, and BofA Securities, Inc., Goldman Sachs & Co. LLC, Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc., as representatives of the several underwriters named in Schedule A to the Underwriting Agreement. The Underwriting Agreement was separately filed with the SEC on September 25, 2019 as Exhibit 1.2 to the Company’s Current Report on Form 8-K.

The Notes will mature on October 1, 2029. Interest on the Notes will be paid semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2020.

Prior to July 1, 2029 (three months prior to their maturity) (the "Par Call Date"), the Company may redeem the Notes, in whole at any time or in part from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the Notes being redeemed (not including any portion of the payments of interest accrued but unpaid as of the date of redemption and assuming that such Notes to be redeemed matured on the Par Call Date), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the Indenture) plus 15 basis points, plus accrued and unpaid interest on the Notes being redeemed, if any, to, but excluding, the date of redemption.

In addition, on and after the Par Call Date, the Company may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding the date of redemption.

Upon the occurrence of a change of control (as defined in the Indenture) of the Company and a contemporaneous downgrade of the Notes below an investment grade rating by at least two of Moody’s Investors Service, Inc., S&P Global Ratings, a division of S&P Global, Inc., and Fitch Ratings, Limited, the Company will, in certain circumstances, be required to make an offer to purchase the Notes at a price equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest to, but excluding, the date of repurchase.

The Notes are general unsecured obligations of the Company. The Notes rank equally in right of payment with existing and any future unsecured and unsubordinated indebtedness of the Company and rank senior in right of payment to any existing and future indebtedness of the Company that is subordinated to the Notes. The Notes are also effectively subordinated to any existing and future secured indebtedness of the Company to the extent of the assets securing such indebtedness, and are structurally subordinated to all existing and any future indebtedness and any other liabilities of its subsidiaries.

The Indenture contains limited affirmative and negative covenants of the Company. The negative covenants restrict the ability of the Company and its subsidiaries to incur debt secured by liens on Principal Properties (as defined in the Indenture) or on shares of stock of the Company’s Principal Subsidiaries (as defined in the Indenture) and engage in sale and lease-back transactions with respect to any Principal Property. The Indenture also limits the ability of the Company to merge or consolidate or sell all or substantially all of its assets.

Upon the occurrence of an event of default under the Indenture, which includes payment defaults, defaults in the performance of affirmative and negative covenants, bankruptcy and insolvency related defaults and failure to pay certain indebtedness, the obligations of the Company under the Notes may be accelerated, in which case the entire principal amount of the Notes would be immediately due and payable.

The Company received net proceeds of approximately €4.33 billion from the Euro Offering and expects that the net proceeds from the USD Offering will be approximately $890.68 million, each after deducting the underwriting discount and estimated offering expenses. The Company intends to use the net proceeds of the offerings (together with cash on hand) (i) to repay commercial paper issued to fund the redemption on September 27, 2019 of $300 million aggregate principal amount of 4.70% Senior Notes due 2020 and $800 million aggregate principal amount of 3.15% Senior Notes due 2023 and (ii) to fund the redemption of approximately $4.5 billion aggregate principal amount of outstanding senior notes issued by the Company or its subsidiaries, including all of the outstanding (a) 1.500% Senior Notes due 2020, 4.500% Senior Notes due 2021, 3.600% Senior Notes due 2021 and 3.300% Senior Notes due 2022, each issued by the Company and of which notice was provided to holders on September 30, 2019 and (b) 6.00% Senior Notes due 2020 and 5.00% Senior Notes due 2021 issued by its subsidiary Life Technologies Corporation, of which notice was provided to holders on September 25, 2019.

Wilmer Cutler Pickering Hale and Dorr LLP, U.S. counsel to the Company, has issued an opinion to the Company, dated October 8, 2019, regarding the Notes. A copy of this opinion is filed as Exhibit 5.1 hereto.

The foregoing description of certain of the terms of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Base Indenture and the Supplemental Indenture, which are filed with this report as Exhibits 4.1 and 4.2 hereto, respectively. Each of the foregoing documents is incorporated herein by reference.

On October 8, 2019 BostonGene Corporation (BostonGene), a Boston, Mass-based biomedical software company, reported a master agreement with Washington University School of Medicine in St. Louis to collaborate on multiple research projects (Press release, BostonGene, OCT 8, 2019, View Source [SID1234540113]).

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BostonGene’s solution will provide Washington University oncologists at Siteman Cancer Center with detailed analysis, interpretation and visualization of big data obtained from cancer patient’s genomic, transcriptomic, proteomic and imaging tests. The solution identifies all significant somatic alterations, evaluates protein expression, computes tumor clonality, tumor heterogeneity, tumor microenvironment cell type composition, hereditary predisposition, viral infestation, pharmacogenomics and predicts neoantigens for personalized vaccine development among other molecular features. BostonGene generates a visually-appealing and self-explanatory tumor schematics, called MF PortraitTM, elegantly depicting tumor activity, tumor cellular composition, activity of immune-microenvironment and other tumor-associated processes.

"We’re collaborating with BostonGene to evaluate how its technology can help us identify the best treatments for patients based on the underlying characteristics of their cancers, with the goal of increasing survival. The company’s analytics and integration of scientific and clinical knowledge is aimed at complementing and empowering the precision medicine approach for individual cancer patients," said Todd Fehniger, MD/PhD, a Washington University medical oncologist who treats patients at Siteman Cancer Center.

"BostonGene’s mission is to provide every patient with the highest probability of survival by selecting optimal cancer treatments using sophisticated analytics and integration of scientific and clinical knowledge," said Andrew Feinberg, President and CEO of BostonGene. "With our collaboration with Washington University we are transforming cancer care from treating a diagnosis to treating the patient."

On October 8, 2019 INmune Bio, Inc. (NASDAQ: INMB), an immunology company focused on developing treatments that harness the patient’s innate immune system to fight disease, reported that RJ Tesi, M.D., Co-Founder and CEO, will present at the 2nd Annual Advances in Immuno-Oncology USA Congress in San Diego taking place on Oct. 8 and Oct. 9 (Press release, INmune Bio, OCT 8, 2019, View Source [SID1234540947]). Dr. Tesi and CJ Barnum, Ph.D., Director of Neuroscience, will also present at the World Immunotherapy Congress taking place in Basel, Switzerland from Oct. 15 through 17.

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"The immuno-oncology field is rapidly growing, and emerging new therapies are at the center of attention," said Dr. Tesi. "With 30% of breast cancer patients being HER2+, trastuzumab has made significant strides in the treatment of breast cancer. Yet, many HER2+ breast cancer patients have shown resistance to the drug. In my presentation during the Advances in Immuno-Oncology USA Congress, I will address one of the reasons for the resistance – specifically the presence of the MUC4 biomarker – and how we may be able to use a soluble TNF inhibitor, such as our drug candidate INB03, to increase the efficacy of trastuzumab in those women who have shown resistance."

Advances in Immuno-Oncology USA Congress brings together global pharmaceutical organizations, leading biotech companies and presents a unique chance to connect scientists on the latest innovations in immuno-oncology therapy development, research and more.

"Our approach to treating patients with Alzheimer’s disease is focused on targeting the root of the disease, chronic inflammation and how we can leverage biomarkers," said Dr. Barnum. "It’s an honor to have the opportunity to present alongside some of the most prominent leaders in the immunotherapy community to approach the field from a non-oncology perspective."

The World Immunotherapy Congress is one of four conferences coordinated by the Festival of Biologics. The vision of the World Immunotherapy Congress is to bring together the full community and provide a single meeting point for where science meets business to make immunotherapy the cornerstone of the fight against cancer and other diseases.

Details on each speaking engagement can be found below:

Advances in Immuno-Oncology USA Congress:
Tuesday, October 8 at 5:20 p.m.
"Targeting Soluble TNF To Reverse Trastuzumab Resistance"
Dr. Tesi will address trastuzumab resistance in breast cancer patients due to the presence of MUC4, and the role of soluble TNF in MUC4 expression in HER2+ breast cancer. He will discuss how using INB03 as part of combination therapy may have positive effects in reversing trastuzumab resistance.

Wednesday, October 9 at 8:00 a.m.
"Alternative Therapeutic Strategies Beyond Checkpoint Inhibitors"
Serving as a moderator, Dr. Tesi will lead a table discussion of notable company spokespeople, covering the latest advances in immunotherapy.

World Immunotherapy Congress:
Tuesday, October 15 at 3:10 p.m.
"Targeting Protector Cells of the TME to Improve Efficacy of Immunotherapy"
Dr. Tesi will lead a discussion around "protector cells" of the TME and how they promote resistance to immunotherapy, and how eliminating MDSC and TAM will improve response to therapy. He will also discuss how INmune’s drug, INB03 targets sTNF as an effective strategy for eliminating MDSC and TAM.

The "Tumor microenvironment" session of the conference will be chaired by Dr. Tesi.

Wednesday, October 16 at 4:40 p.m.
"Approaching Alzheimer’s disease as an immunological disease: role of biomarkers"
Dr. Barnum will discuss how innate immune regulation causes chronic inflammation and development of Alzheimer’s disease, and how approaching AD as an immunological disease changes the clinical strategy, especially when developing biomarkers.

Dr. Barnum will also chair the "Immunotherapy for non-oncology" session of the conference.

On October 8, 2019 Personalis, Inc. (Nasdaq: PSNL), a leader in advanced genomics for cancer, reported that the company will present at Advances in Immuno-Oncology Congress USA 2019 in San Diego on October 8th at 2:50 PM PDT (Press release, Personalis, OCT 8, 2019, View Source [SID1234540114]).

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The presentation, titled "Advancing Precision Oncology Biomarker Discovery with a Multidimensional Immunogenomics Platform," will describe the Personalis universal cancer immunogenomics platform, ImmunoID NeXT. In addition to an overview, the presentation will cover preliminary data from an ongoing study in which this platform is being used to evaluate IO-related biomarkers and potential tumor escape mechanisms in a cohort of melanoma patients treated with anti-PD-1 therapy.

ImmunoID NeXT is the first platform to enable comprehensive analysis of both a tumor and its immune microenvironment from a single sample. The platform can be used to investigate the key tumor- and immune-related areas of cancer biology, consolidating multiple oncology biomarker assays into one. This maximizes the biological information that can be generated from a precious tumor specimen.

The presentation will be delivered by Kedar Hastak, Ph.D., Field Application Scientist.

On October 8, 2019 Propanc Biopharma, Inc., a Delaware corporation (the "Company"), reported that it has entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") whereby an investor (the "Investor") purchased from the Company, for a purchase price of $125,000 (the "Purchase Price") a Convertible Redeemable Promissory Note, in the principal amount of $131,000 (the "Note") (Filing, 8-K, Propanc, OCT 8, 2019, View Source [SID1234540948]). The Purchase Price was funded on October 2, 2019.

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The Securities Purchase Agreement contains such representations, warranties and covenants as are typical for a transaction of this nature.

Convertible Redeemable Promissory Note

The Note is due and payable on October 1, 2020 (the "Maturity Date") and entitles the holder to 8% interest per annum (the "Interest Rate"). The Note may be converted into shares of the Company’s common stock equal to 40% discount of the lowest closing bid price of the Common Stock, for the ten trading days immediately prior to the delivery of a notice of conversion; provided, however, such conversion shall not be effected to the extent that the Investor together with any of its affiliates would beneficially own in excess of 4.99%, which may be increased up to 9.99% upon 60 days’ prior written notice by the Investor to the Company. The Company may redeem the Note prior to April 2, 2020, as follows: (i) if the redemption occurs within the first 60 days then an amount equal to 115% of the face amount of the Note plus any accrued interest, (ii) if the redemption occurs after the 61st day but on or before the 120th day following the issuance of the Note, then an amount equal to 125% of the face amount of the Note along with any accrued interest, (iii) if the redemption occurs after the 121st day but on or before the 180th day following the issuance of the Note, then an amount equal to 135% of the face amount of the Note along with any accrued interest.

In the event of a default, without demand, presentment or notice, the Note shall become immediately due and payable.

The foregoing provides only brief descriptions of the material terms of the Securities Purchase Agreement and the Note, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the forms of Securities Purchase Agreement and the Note, respectively, filed as exhibits to this Current Report on Form 8-K, and are incorporated herein by reference.