Allergan and Naurex have inked a definitive agreement under which the former will acquire the latter for a $560 million upfront payment net of cash acquired.
Under the terms of the agreement, Allergan will be shelling out $460 million in cash upon the closing of the acquisition and $100 million of which is payable by January of 2016 (or upon the closing if the closing has not occurred by such time), as well as potential R&D success-based and sales-threshold milestone payments.
With the acquisition, Allergan will gain access to Naurex’s lead development product rapastinel (GLYX-13), a once-weekly intravenous Phase 3-ready molecule that has demonstrated rapid, robust and sustained efficacy in multiple Phase 2 clinical studies in depression.
Further, Allergan will also gain access to Naurex’s development product NRX-1074, a next-generation drug candidate, the intravenous form of which has shown rapid and robust antidepressant efficacy in an initial single-dose Phase 2 study.
Rapastinel and NRX-1074 are both targeted modulators of the N-methyl-D-aspartate (NMDA) receptor. Both therapies have been found to be well-tolerated in all studies to date, with no drug-related serious adverse events or any of the dissociative side effects typically seen with NMDA antagonists.
“The acquisition of Naurex is a great fit for Allergan and a compelling and exciting investment. We expect Naurex will enhance Allergan’s mental health portfolio and build on our strategy to lead in this important therapeutic area,” said Brent Saunders, CEO and President of Allergan. “Naurex’s unique pipeline comprises compounds that utilize a new mechanism to target areas of significant unmet medical need in Major Depressive Disorder (MDD), including severe and/or treatment-resistant depression. These highly differentiated compounds will immediately bolster our exceptional mental health pipeline.”
“Our team at Naurex has been successful in bringing these two highly innovative treatments for depression through proof-of-concept clinical trials,” said Norbert Riedel, Ph.D., President and CEO of Naurex. “We recognized that Allergan’s deep commitment and experience in mental health position them particularly well to progress these programs through further clinical development and into commercialization. This transaction also enables us to leverage our proven team and technology to continue innovating in this space through the spin-out of Naurex’s platform and initiation of a research collaboration with Allergan, a credible and committed partner in the field.”