At the closing, Hyperion will pay $12.5 million in cash and $7.85 million in shares. It will pay up to $120 million in global regulatory milestones, initially in the US or Europe; and up to $430 million in commercial milestones, the first of which is $450 million in global annual net sales; and contingent sales payments ranging from 10% on annual worldwide net sales up to $300 million to 17% for annual worldwide net sales that exceed $1.2 billion, with the exception of sales by distributors in certain territories, for which the rate is 25%.
"The acquisition of Andromeda Biotech is a transformative event for Hyperion," said Hyperion president and CEO Donald Santel. "We believe DiaPep277 has the potential to become a highly differentiated, first-in-class medicine for an orphan indication with a significant unmet need. With the successful commercialization of Ravicti well under way, DiaPep277 adds an attractive late-stage asset to our portfolio, while we continue development of glycerol phenylbutyrate for hepatic encephalopathy."
Andromeda Biotech CEO Shlomo Dagan said, "If the second Phase 3 study is positive, DiaPep277 could play an important role in immune intervention of Type 1 diabetes, as patients who have even modest preservation of pancreatic beta cell activity could achieve better control of their blood sugar and a reduced risk of long-term diabetes complications."