Amicus Therapeutics signed an agreement to obtain worldwide development and commercial rights for 10 gene therapy programs developed at The Center for Gene Therapy at The Research Institute at Nationwide Children’s Hospital and The Ohio State University.
The 10 programs were licensed to Amicus through the acquisition of Celenex, a private, clinical stage gene therapy company.
Under the terms of the agreement, Amicus will pay $100 million in an upfront cash payment to acquire all of these assets.
Celenex shareholders are also eligible for up to $15 million in development milestones and $262 million in BLA/MAA submission and approval milestones across multiple programs. Amicus expects to pay no more than $75 million over the next four years in these milestones. Celenex shareholders may also be eligible for up to $75 million in tiered sales ($500 million/$750 million) milestone payments.
The acquisition and several years of related development costs for all of these programs will be financed through a new $150 million non-dilutive term loan debt facility provided by BioPharma Credit, an investment fund managed by Pharmakon Advisors. The facility will require interest-only payments through 2022 and will mature in 2023. Interest will accrue at a floating rate of LIBOR plus 7.5%, subject to a floor and ceiling on the rate. There are no warrants or any equity conversion features associated with the loan.
The proceeds from the financing will be used to support the cost of the acquisition and several years of related development costs.
“The in-licensing and acquisition of these gene therapy programs provides an extraordinary opportunity to transform the lives of thousands of children living with some of the most devastating forms of lysosomal storage disorders, for which there are virtually no treatment options today,” said John F. Crowley, Amicus chairman and CEO.
Skadden, Arps, Slate, Meagher & Flom acted as legal counsel to Amicus Therapeutics on the transaction. RBC Capital Markets acted as exclusive financial advisor and Fenwick & West as exclusive legal counsel to Celenex. The transaction was approved by the Board of Directors of both companies and closed immediately.
