Ester shareholders could receive an additional $17 million in milestone-based fees.
Amarin decided to acquire Ester Neurosciences for $15 million. Amarin will thus gain a mid-stage compound, EN101, for the treatment of myasthenia gravis (MG) and an mRNA silencing platform.
Under the terms of the agreement, Amarin will acquire 100% of Ester’s issued share capital for $5 million in cash and $10 million through the issuance of 25 million Amarin ordinary shares.
Additional contingent payments could total $17 million. Ester will receive $5 million in cash or ordinary shares with the achievement of certain efficacy data from the ongoing Phase IIa study. Another $6 million in cash or ordinary shares will be payable upon successful completion of the mid-stage program, supporting progression to Phase III in the U.S. Finally, Ester will obtain $6 million in cash with successful Phase III development in the U.S.
Amarin will also pay royalties to Yissum, the technology transfer company of Hebrew University of Jerusalem, equal to 7% of net sales of any products commercialized from Ester’s licensed intellectual property. In addition, should Amarin partner EN101 for applications other than MG, Ester shareholders will be entitled to receive 10% of any license fees, milestone payments, royalties and/or other related income arising during the five years from closing.
EN101 was developed using Ester’s mRNA silencing technology, which targets the cholinergic pathway. The compound has reportedly shown promising efficacy data in the Phase IIa study for MG, a chronic autoimmune neuromuscular disease characterized by progressive muscle weakness. Ester also has a preclinical program in neurodegenerative and inflammatory diseases.
Ester’s therapeutic platform is based on discoveries in the field of acetylcholinesterase (AChE), developed by Hermona Soreq of the Hebrew University of Jerusalem. AChE is a degrading enzyme of the neurotransmitter acetylcholine. An imbalance in acetylcholine plays a role in a range of neurodegenerative conditions. Ester reports that its technology platform also exhibits anti-inflammatory effects.
The management of Ester’s programs and R&D activity is being transitioned to Amarin’s team in Oxford, U.K.