Endo Health Solutions said today it will expand its drug portfolio by acquiring specialty pharmaceutical developer NuPathe for at least $105 million up front—and more than double that amount if Endo meets sales targets for a NuPath-developed migraine treatment upon its expected launch next year.

In addition to the up-front money, based on a price of $2.85 per share, NuPath shareholders could see additional contingent cash consideration payments of up to $3.15 per share, for a total $116 million tied to net sales milestones for Zecuity® (sumatriptan iontophoretic transdermal system), the first and to-date only patch approved by the FDA to treat migraine:

  • Up to an additional $2.15 per share, or $79 million, if net sales of Zecuity exceed $100 million during any four-quarter period prior to the ninth anniversary of the first commercial sale of the treatment;
  • Up to a further $1 per share, or $37 million, if net sales of Zecuity exceed $300 million during any four-quarter period prior to the ninth anniversary of the migraine drug’s first commercial sale.

Zecuity, which won approval in January 2013, is a disposable, single-use, battery-powered transdermal patch designed to deliver sumatriptan, the most widely prescribed migraine medication, through the skin. Zecuity is indicated for acute treatment of migraine with or without aura in adults, and intended to deliver relief from both migraine headache pain and migraine-related nausea.

“Following the close of the deal, we plan to launch Zecuity in the first half of 2014 by leveraging our existing commercial expertise in pain and migraine management and the current infrastructure of our branded pharmaceuticals business overall,” Rajiv De Silva, Endo’s president and CEO, said in a statement. “The acquisition of NuPathe enhances our branded pharmaceutical portfolio and is well aligned with our strategy of acquiring late-stage products for commercialization.”

NuPathe is the third company Endo has acquired in the past four months, a series of deals through which the company has sought to expand its drug portfolio and its global presence by transforming itself into a more focused specialty healthcare company.

Endo said last month it will buy for roughly $1.6 billion Canadian-based specialty pharma company Paladin Labs, which focuses on acquiring or in-licensing pharmaceuticals for the Canadian and world markets, with over 60 marketed drugs among its offerings. And back in August, Endo’s Qualitest generic-drugs subsidiary agreed to acquire for $225 million Boca Pharmacal, a specialty generics company which commercializes and develops products in categories that include controlled substances, semisolids, and solutions.

Endo’s latest acquisition involving NuPathe is subject to customary closing conditions and regulatory approvals. The companies said their deal is expected to be completed in early 2014.

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