King gets US, Canadian rights to Avinza from Ligand

Deal Date: 09/2006

Deal Number: 200620568

  Deal Sections Deal Summary
Deal Financial Information
Deal Information
Company Information
Support Documents
Related Articles

  Deal Summary

Small-molecule developer Ligand has licensed King Pharmaceuticals (markets drugs for hospital/acute care markets and cardiovascular, metabolic, and neurological diseases) US and Canadian rights to the chronic pain drug Avinza (morphine sulfate). King signed a contract sales agreement to promote the product during the transition period until the deal closes.

King is responsible for a $265mm up-front payment to Ligand and will pay Organon--which had been co-promoting Avinza since 2003 but terminated the deal this year--$48mm for product-related liability and owed royalties. For the 20 months following the deal's closing, King will pay Ligand a 15% royalty. After that, the royalty rate depends on calendar year net sales: if they are less than $200mm, King pays a 5% royalty; if greater than $200mm, it pays 10% of net sales that are less than $250mm plus 15% of those greater than $250mm. This tiered royalty schedule ends in November 2017 when Avinza's patent expires. King will hire Ligand's existing Avinza sales reps and merge them into its own neuroscience field force, which, along with one of King's primary care sales forces, will promote the drug and make a minimum number of monthly product details to physicians through the end of 2009. Under the contract sales agreement, King is required to perform a certain number of details each month and will receive a fee for each detail from Ligand plus compensation for marketing and promotional expenses. King and Elan, which originally developed the drug, plan to investigate new Avinza formulations and Ligand will be eligible for similar tiered royalties. Avinza, which had 2005 sales of $179mm, is administered once-a-day by incorporating Elan's SODAS technology to deliver the active ingredient contained within a spherical bead coated with controlled-release polymers. The drug will be a good companion to King's muscle relaxant Skelaxin and Phase II Remoxy, an abuse-resistant oxycodone for pain that King is developing and will eventually sell under a 2005 alliance with Pain Therapeutics.

UPDATE 02/2007:

When the deal was completed, King announced it had paid $246mm up front (versus the previously stated $265mm) and would owe Organon $49mm, not $48mm, for product-related liabilities.

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  Financial Information

Financial Information
Potential Deal Value: $26,672.15 mm
Equity Purchased as %: 100.00 %

Financial Transaction 1 of 1 (1/1/2006)
Equity: $14,002.88mm
Buyer's Equity: $12,669.27mm
Total: $26,672.15mm
# Shares: 333.40 mm
Price / Share: $ 80.00
Post Market Cap: $26,672.15mm
Price-to-Earnings: 60.07
Price-to-Sales: 7.51

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  Deal Information

Descriptors:
Deal Industry:  Pharmaceuticals
Drug Delivery
Site Specific
Supplies, Equipment and Devices
Implantable Devices
Surgical Equipment & Devices

Deal Status:

Final

Deal Type:

Acquisition
Full Acquisition
Includes Contract
Payment Includes Cash
Payment Includes Stock

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  Company Information

Boston Scientific Corp.
View Company Record
View All Deals for this Company
Company Location: Worldwide
North America
USA
Company Industry: Supplies, Equipment and Devices
Website: www.bostonscientific.com
Ticker Symbol: BSX
Company Ownership: Public
Company Advisors (Underwriters): Banc of America Securities LLC
Bear, Stearns & Co. Inc.
Merrill Lynch & Co. Inc.
Therapeutic Area(s) of Focus: Non-Specific
Company Revenue: $6,283.00 mm

Guidant Corp.
View Company Record
View All Deals for this Company
Company Location: Worldwide
North America
USA
Company Industry: Pharmaceuticals
Drug Delivery
Site Specific
Supplies, Equipment and Devices
Implantable Devices
Surgical Equipment & Devices
Minimally or Less Invasive
Website: www.guidant.com
Ticker Symbol: GDT
Company Ownership: Public
Therapeutic Area(s) of Focus: Cardiovascular
Company Revenue: $3,550.00 mm

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  Support Documents

Date Headline Source

12/5/2005

Boston Scientific Proposes to Acquire Guidant for $72 Per Share in Cash and Stock; Transaction Valued at $25 Billion

Press Release

12/6/2005

Boston Scientific Corp., Guidant Corp.

Conference Call/Q&A

1/8/2006

Boston Scientific Submits Definitive Offer to Acquire Guidant for $72 Per Share in Cash and Stock

Press Release

1/12/2006

Boston Scientific Improves Offer to Acquire Guidant

Press Release

1/12/2006

Boston Scientific Comments on Johnson & Johnson's Amended Agreement to Acquire Guidant

Press Release

1/17/2006

Guidant Receives Amended Offer from Boston Scientific

Press Release

1/17/2006

Boston Scientific Announces Offer to Acquire Guidant at $80 Per Share

Press Release

1/25/2006

Boston Scientific and Guidant Announce Signing of Merger Agreement Valued at $27 Billion

Press Release

1/27/2006

Agreement and Plan of Merger dated as of January 25, 2006 among Boston Scientific Corp. and Guidant Corp.

Merger Agreement

3/8/2006

Boston Scientific Corp., Guidant Corp.

Conference Call/Q&A

3/8/2006

Boston Scientific Corp., Guidant Corp.

Conference Call/Q&A

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