SAN DIEGO, March 13 /PRNewswire-FirstCall/ -- Halozyme Therapeutics, Inc. announced today that its Board of Directors has adopted a policy that provides for the use of pre-arranged trading plans by persons subject to the company's insider trading policy. All such pre-arranged trading plans must (i) comply with certain guidelines established by Halozyme, including volume limitations, (ii) be approved by a committee consisting of independent directors and the company's Chief Financial Officer and (iii) comply with Rule 10b5-1 established by the Securities and Exchange Commission. Halozyme expects certain of its officers and directors to establish pre-arranged trading plans under this policy and to effect sale transactions pursuant to the plans over the upcoming weeks and months.
Pre-Arranged Trading Plans
Pre-arranged trading plans are permitted under the Security and Exchange Commission's Rule 10b5-1 which has been in effect since October of 2000. These trading plans schedule stock sales or purchases (but not both) at well defined dates in the future and may only be adopted at a time when the insider does not know of any material insider information. The plan instructs an agent or broker to execute trades at future dates pursuant to specific written trading instructions contained in an agreement between the insider and his or her broker. Once a plan is adopted, the insider is not permitted to revise trading instructions or otherwise influence the broker implementing the plan. Because these plans usually define multiple trades over an extended period, the plans allow insiders to purchase or sell shares at times other than when the company's trading window would otherwise be open (trading windows are typically infrequent and brief). Pre-arranged trading provides insiders with an opportunity to diversify their holdings in a measured process that also complies with insider trading rules.
Pre-arranged trading can benefit a company's stockholders by reducing or eliminating the market disruption that could otherwise occur if the company's insiders were to conduct all of their transactions in the infrequent and relatively brief "open trading windows" that may occur from time to time under a company's insider trading policy (these open trading windows, however, can remain closed for years at a time, locking insiders into an extended position of illiquidity if they have not established a pre-arranged trading plan). Pre-arranged trading plans may be particularly beneficial for companies such as Halozyme that do not traditionally have high daily trading volume levels. Such plans can be terminated at any time by the company or an insider, but an insider cannot amend their plan or replace it with another plan until the next open trading window under the insider trading policy.
About Halozyme Therapeutics, Inc.
Halozyme is a biopharmaceutical company developing and commercializing recombinant human enzymes for the drug delivery, palliative care, oncology, and infertility markets. The company's portfolio of products is based on intellectual property covering the family of human enzymes known as hyaluronidases. The company's Enhanze(TM) Technology is a novel drug delivery platform designed to increase the absorption and dispersion of biologics. Its first partnership is with Roche to apply Enhanze Technology to Roche's biological therapeutic compounds for 13 targets. In addition, the company has received FDA approval for two products: Cumulase(R) and Hylenex, for use as an adjuvant to increase the absorption and dispersion of other injected drugs and fluids. The Company also has a number of different enzymes in its portfolio that are targeting significant areas of unmet need.
Safe Harbor Statement
In addition to historical information, the statements set forth above include forward-looking statements (including, without limitation, statements concerning the potential adoption of pre-arranged trading plans and the benefits of such plans) that involve risk and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. The forward-looking statements are also identified through use of the words "believe," "enable," "may," "will," "could," "intends," "estimate," "anticipate," "plan," "predict," "probable," "potential," "possible," "should," "continue," and other words of similar meaning. Actual results could differ materially from the expectations contained in forward-looking statements as a result of several factors, including regulatory approval requirements and competitive conditions. These and other factors that may result in differences are discussed in greater detail in the company's reports on Forms 10-K, 10-Q, and other filings with the Securities and Exchange Commission.
Halozyme Contact Investor Relations Contact
David A. Ramsay Don Markley
Chief Financial Officer Lippert/Heilshorn & Associates
(858) 794-8881 (310) 691-7100
