Company will pay another $174.6 million if certain regulatory and commercial goals are met.

ViroPharma intends to take over Lev Pharmaceuticals for $442.9 million.  The company will also pay $174.6 million in regulatory and commercial milestones.

The firm will pay $2.75 per Lev share, composed of $2.25 per share in cash and $0.50 per share in ViroPharma common stock. This reportedly represents a 49% premium over Lev’s closing stock price on July 14. Contingent consideration of up to $1.00 per share may be paid on achievement of certain regulatory and commercial milestones.

The companies expect the transaction to be completed by the end of 2008. Additionally, concurrently with the execution of the merger agreement, ViroPharma purchased $20 million of Lev common stock.

The acquisition of Lev Pharmaceuticals further enhances ViroPharma’s pipeline with Cinryze, which is currently under U.S. regulatory review as a replacement therapy for patients with hereditary angioedema (HAE).

The first contingent payment (CVR payments) of $0.50 will be made when either: (i) Cinryze is approved by the FDA for acute treatment of HAE and the FDA grants orphan exclusivity for Cinryze encompassing the acute treatment of HAE to the exclusion of all other human C1 inhibitor products or (ii) orphan exclusivity for the acute treatment of HAE has not become effective for any third party’s human C1 inhibitor product for two years from the later of the date of closing and the date that orphan exclusivity for Cinryze for the prophylaxis of HAE becomes effective.

The second CVR payment of $0.50 per share would become payable when Cinryze reaches at least $600 million in cumulative net product sales within 10 years of closing.

“This transaction is consistent with ViroPharma’s stated objective of broadening our portfolio of therapies for serious life-threatening conditions in selected specialty markets,” remarks Vincent Milano, ViroPharma’s president and CEO.

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