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Zenith's BET Inhibitor ZEN-3694 is Currently Being Evaluated in Multiple Oncology Clinical Trials

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Message: $ Due to RVX

Comparing the latest MD&A from Zenith to the latest MD&A from Resverlogix reveals similar langauge regarding this "transaction." So I agree with SanFran's interpretation that it was an "advancement of future royalties but would be repaid by Zenith to RVX if Zenith doesn't close a royalty agreement."

As for the "proposed royalty arrangement," my guess is that this is the Zenith Epigenetics Corporation re-organization that will result in Zenith Epigenetics Ltd and Zenith Capital Corporation, once closed. This transaction has not yet closed. So it is still a proposed re-organization of the royalty arrangement that will result in the Technology and the Royalty Preferred Shares being owned by separate entities once closed.

From the Zenith MD&A listed on SEDAR 12/24/15 and dated 10/31/15:

"Subsequent event

Subsequent to October 31, 2015, upon execution of a letter of understanding between us and Resverlogix in connection with a proposal that we grant royalty rights related to some, or all of, our intellectual property, Resverlogix paid us $1.6 million as partial consideration. In the event that a transaction does not close, any consideration paid by Resverlogix to us in connection with the transaction would be added to the amount payable by us to Resverlogix. We expect the aggregate value of the transaction to be no more than $5.0 million."

From the Resverlogix MD&A listed on SEDAR 3/15/16 and dated 1/31/16:

"Zenith Royalty

Under a letter of understanding between the Company and Zenith Epigenetics Corp. (“Zenith”) in connection with a proposed royalty arrangement related to Zenith’s intellectual property, the Company paid Zenith $2.2 million as partial consideration during the three months ended January 31, 2016, and $0.1 million subsequent to January 31, 2016. In the event that a transaction does not close, any consideration paid by the Company to Zenith in connection with the transaction would be added to the amount payable by Zenith to the Company. The Company expects the aggregate value of the transaction to be no more than $5.0 million."

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