Item 1.01. Entry into a Material Definitive Agreement.

On January 5, 2021, Rhythm Pharmaceuticals, Inc. (the "Company") entered into an asset purchase agreement (the "PRV Transfer Agreement") with Alexion Pharmaceuticals, Inc. ("Buyer"), pursuant to which the Company agreed to sell its Rare Pediatric Disease Priority Review Voucher ("PRV") to Buyer. The Company was awarded the voucher under a U.S. Food and Drug Administration ("FDA") program intended to encourage the development of certain rare pediatric disease product applications. The Company received the PRV when IMCIVREE™ (setmelanotide) was approved by the FDA for chronic weight management in adult and pediatric patients 6 years of age and older with obesity due to proopiomelanocortin (POMC), proprotein convertase subtilisin/kexin type 1 (PCSK1) or leptin receptor (LEPR) deficiency confirmed by genetic testing. Pursuant to the PRV Transfer Agreement, Buyer agreed to pay the Company $100 million, payable in cash, upon the closing of the sale.

The PRV Transfer Agreement contains customary representations, warranties, covenants, and indemnification provisions subject to certain limitations. The transaction remains subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

The foregoing description of the PRV Transfer Agreement does not purport to be complete and is qualified in its entirety by the full text of the PRV Transfer Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.





Forward-Looking Statements

This Current Report on Form 8-K (the "Current Report") contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the completion of the transactions contemplated by the PRV Transfer Agreement. Statements using words such as "expect", "anticipate", "believe", "may", "will" and similar terms are also forward-looking statements. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed under the caption "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 and our other filings with the Securities and Exchange Commission. Except as required by law, we undertake no obligations to make any revisions to the forward-looking statements contained in this Current Report or to update them to reflect events or circumstances occurring after the date of this Current Report, whether as a result of new information, future developments or otherwise.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
No.                                     Description

  2.1        Asset Purchase Agreement, dated as of January 5, 2021, by and
           between Rhythm Pharmaceuticals, Inc. and Alexion Pharmaceuticals,
           Inc.
104        Cover Page Interactive Data File (embedded within the inline XBRL
           document).

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