Takeda acquires Inviragen for $35 million up front

OSAKA, Japan—Takeda Pharmaceutical Co. Ltd. and FortCollins, Colo.-based Inviragen, Inc. have issued a joint announcement thatTakeda, its wholly owned subsidiary Takeda America Holdings, Inc. and Inviragenhave entered into a definitive agreement by which Takeda will acquire Inviragenfor $35 million up front, with the potential for additional future payments ofup to $215 million related to clinical development progress and certaincommercial milestones. Privately held Inviragen is a biopharmaceutical companywith a focus in developing vaccines for emerging infectious diseases.

"This acquisition combines Inviragen's expertise in viralvaccine research and development and our extensive worldwide network ofpreclinical and clinical collaborators with Takeda's resources, productdevelopment expertise, and global reach. Together we are well positioned tobring these promising vaccine candidates to the market," Dan Stinchcomb, Ph.D.,CEO of Inviragen, said in a press release. "Inviragen is pleased to become apart of a leading pharmaceutical company that is so strongly committed todeveloping vaccines that can improve public health worldwide."

Inviragen offers a variety of vaccine products, with itslead candidate consisting of DENVax, a four-strain recombinant viral vaccine toprevent dengue fever infection, which is currently being investigated in PhaseII clinical trials. Inviragen is also advancing a potential vaccine to protectagainst hand, foot and mouth disease caused by enterovirus 71, which has completedPhase I clinical testing, and a recombinant vaccine candidate againstchikungunya, a viral disease spread by mosquitoes, which is in preclinicaldevelopment. Hand, foot and mouth disease causes annual epidemics in the AsiaPacific region, and chikungunya has featured in epidemics in Africa, India,Asia and Europe. Currently, neither disease has a cure or even specifictreatments.

Inviragen has facilities in Madison, Wis. and Singapore inaddition to its Colorado headquarters, and currently has approximately 50employees. According to Takeda's press release regarding the announcement,"Takeda will integrate the Inviragen team into Takeda's Vaccine BusinessDivision."

"The acquisition of Inviragen supports Takeda's overallresearch and development programs, long-term growth strategy and commitment toimprove health through innovation and new technology," said Tadataka Yamada,M.D., Takeda's chief medical and scientific officer and member of the Takedaboard of directors. "Coming less than a year after the acquisition of LigoCytewith the world's leading norovirus vaccine candidate, this illustrates Takeda'scommitment to its global vaccine business and global public health."

In addition to the vaccine candidates Inviragen will bringwith it, Takeda expects the acquisition will enable it to develop a vaccineagainst dengue, expand its technical expertise with Inviragen's live-virus andinactivated virus vaccine capabilities and bolster its research and developmentstrength thanks to Inviragen's Singapore-based vaccine development center. Ifall customary closing conditions are met, the transaction is expected to closewithin two weeks. Takeda expects the acquisition's impact on its statements forfiscal year 2013 to be minimal.

"Takeda has taken another major step toward its goal ofestablishing a world-class global vaccine business by acquiring Inviragen andits advanced vaccine candidate against dengue, a serious mosquito-borne illnessthat threatens nearly half of the world's population," Rajeev Venkayya, M.D.,executive vice president and head of Takeda's Vaccine Business Division,commented in a statement. "Today's announcement reinforces Takeda's commitmentto develop innovative vaccines to fight some of the world's most importantinfectious diseases."

Takeda brought on Moran, Lewis & Bockius LLP on as itslegal advice, with Torreya Partners LLC serving as its financial advisor.Wilson Sonsini Goodrich & Rosati served as Inviragen's legal advisor forthe transaction.

SOURCE: Takeda press release