SIDLEY AUSTIN LLP

Thomas R. Califano (TX Bar No. 24122825)

William E. Curtin (admitted pro hac vice)

Anne G. Wallice (admitted pro hac vice)

787 Seventh Avenue

New York, NY 10019

Telephone: (212) 839-5300

Facsimile: (212) 839-5599

Email: tom.califano@sidley.com

wcurtin@sidley.com

anne.wallice@sidley.com

SIDLEY AUSTIN LLP

Charles M. Persons (TX Bar No. 24060413)

2021 McKinney Avenue, Suite 2000

Dallas, Texas 75201

Telephone: (214) 981-3300

Facsimile: (214) 981-3400

Email: cpersons@sidley.com

Proposed Attorneys for the Debtors

and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:

EIGER BIOPHARMACEUTICALS, INC., et 

al.1

Debtors.

Chapter 11

Case No. 24-80040 (SGJ)

(Jointly Administered)

NOTICE OF PROPOSED AMENDMENT 

TO ZOKINVY STALKING HORSE ASSET PURCHASE 

AGREEMENT AND PROPOSED FORM OF ZOKINVY SALE ORDER

PLEASE TAKE NOTICE that, on April 1, 2024, the debtors and debtors in possession 

in the above-captioned chapter 11 cases (the “Debtors”) filed the Debtors’ Motion for Entry of an 

Order (I)(A) Approving the Bid Procedures; (B) Authorizing the Debtors to Select Sentynl 

Therapeutics, Inc. as the Zokinvy Stalking Horse Purchaser & Approving Bid Protections; 

(C) Approving the Bid Protections Relating to the Remaining Assets Stalking Horse Purchaser(s), 

1 The Debtors in these chapter 11 cases, together with the last four digits of each Debtor’s federal tax identification 

number, are: Eiger BioPharmaceuticals, Inc. (1591); EBPI Merger Inc. (9986); EB Pharma LLC (8352); Eiger 

BioPharmaceuticals Europe Limited (N/A); and EigerBio Europe Limited (N/A). The Debtors’ service address 

is 2100 Ross Avenue, Dallas, Texas 75201. 

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if any; (D) Establishing Bid Deadlines, Auction(s), and Sale Hearing(s); (E) Approving the Form 

and Manner of Sale Notice; (F) Approving Assignment and Assumption Procedures; (G) 

Approving the Form and Manner of Potential Assumption and Assignment Notice; (II)(A) 

Authorizing the Sale of the Assets Free and Clear; and (B) Approving the Assumption and 

Assignment of Designated Contracts; And (III) Granting Related Relief [Docket No. 13] (the 

“Motion”). 

PLEASE TAKE FURTHER NOTICE that, on April 5, 2024, the Court entered an order 

granting, in part, the Motion and approving the bid procedures (the “Bid Procedures”) annexed as 

Exhibit 1 to the order [Docket No. 94] (the “Bid Procedures Order”).2 Attached to the Bid 

Procedures Order as Exhibit 2 was a certain asset purchase agreement between the Debtors and 

Sentynl Therapeutics, Inc. (the “ Zokinvy Stalking Horse APA”).

PLEASE TAKE FURTHER NOTICE that, pursuant to the Bid Procedures, the Debtors 

conducted the Auction for the Zokinvy Assets on April 17, 2024 at 9:30 a.m. (CT).3

PLEASE TAKE FURTHER NOTICE that, pursuant to the Bid Procedures Order, 

Sentynl Therapeutics, Inc. (the “Zokinvy Stalking Horse Purchaser”) has been designated the 

Winning Bidder with a final bid during the Auction of a Base Price in the amount of $46,100,000 

less a credit in the amount of $900,000 for the Termination Fee resulting in a net Base Price in the 

amount of $45,200,000 (assuming a Closing on April 24, 2024).

PLEASE TAKE FURTHER NOTICE that, pursuant to the Bid Procedures Order, Eton 

2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Bid 

Procedures Order.

3 Further information on the Debtors’ marketing and sale process can be found in the Supplemental Declaration of 

J. Scott Victor in Support of the Debtors’ Motion for the Sale of the Zokinvy Assets and Motion for Entry of the 

Final Order (I) Authorizing the Debtors to Use Cash Collateral; (II) Granting Adequate Protection to Prepetition 

Term Loan Secured Parties; and (III) Modifying the Automatic Stay [Docket No. 141] (the “Supplemental Victor 

Declaration”). 

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Pharmaceuticals, Inc. (the “Eton”), has been designated the Backup Bidder with its bid during the 

Auction of a Base Price in the amount of $46,000,000. 

PLEASE TAKE FURTHER NOTICE that the Zokinvy Stalking Horse Purchaser seeks 

to purchase the Assets free and clear of liens, claims, encumbrances, and other interests 

(the “Zokinvy Sale Transaction”) on the terms set forth in the Zokinvy Stalking Horse APA. 

PLEASE TAKE FURTHER NOTICE that attached as Exhibit A is a proposed 

amendment to the Zokinvy Stalking Horse APA (the “Zokinvy Stalking Horse APA

Amendment”), which revises the Zokinvy Stalking Horse APA to provide, among other certain 

revisions, an updated Purchase Price as a result of the Auction. 

PLEASE TAKE FURTHER NOTICE that attached as Exhibit B is a form of proposed 

order (the “Zokinvy Sale Order”) authorizing the Debtors and Zokinvy Stalking Horse Bidder to 

enter into the Amended Zokinvy Stalking Horse APA and consummate the Zokinvy Sale 

Transaction on the terms of the Zokinvy Stalking Horse Purchase Agreement, as amended. 

PLEASE TAKE FURTHER NOTICE that the Debtors will seek entry of the Zokinvy 

Sale Order at a hearing scheduled for April 23, 2024, at 9:30 a.m. (CT) before the Honorable 

Stacey G.C. Jernigan, United States Bankruptcy Judge for the Bankruptcy Court for the Northern 

District of Texas, Courtroom 1, floor 14, 1100 Commerce Street, Dallas, TX 75242-1496.

PLEASE TAKE FURTHER NOTICE that copies of the Motion and the Bid Procedures 

Order, as well as all related exhibits, including the Zokinvy Stalking Horse APA and this Notice 

and proposed Amended Zokinvy Stalking Horse APA are available by: (i) visiting the website of 

the Debtors’ claims, noticing, and solicitation agent, Kurtzman Carson Consultants LLC (“KCC”) 

at: http://www.kccllc.net/eiger (the “Case Website”), (ii) (888) 733-1544 (Toll-Free) or (310) 751-

2638 (International), and/or (iii) emailing https://kccllc.net/eiger/inquiry; or (iv) for a fee via 

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PACER by visiting http://ecf.txnb.uscourts.gov/.

PLEASE TAKE FURTHER NOTICE that you may obtain additional information 

concerning these Chapter 11 Cases on the Case Website.

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Dated: April 22, 2024

Dallas, Texas SIDLEY AUSTIN LLP

/s/ Thomas R. Califano

Thomas R. Califano (TX Bar No. 24122825)

William E. Curtin (admitted pro hac vice)

Anne G. Wallice ( admitted pro hac vice)

787 Seventh Avenue

New York, NY 10019

Telephone: (212) 839-5300

Facsimile: (212) 839-5599

Email: tom.califano@sidley.com

wcurtin@sidley.com

anne.wallice@sidley.com

and

Charles M. Persons (TX Bar No. 24060413)

2021 McKinney Avenue, Suite 2000

Dallas, Texas 75201

Telephone: (214) 981-3300

Facsimile: (214) 981-3400

Email: cpersons@sidley.com

Proposed Attorneys for the Debtors and Debtors 

in Possession

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Certificate of Service

I certify that on April 22, 2024, I caused a copy of the foregoing document to be served by 

the Electronic Case Filing System for the United States Bankruptcy Court for the Northern District 

of Texas.

/s/ Thomas R. Califano_____

Thomas R. Califano

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