Retrophin Announces Agreement to Acquire Orphan Technologies - Seite 2

“Orphan Technologies’ longstanding mission has been to reduce the disease burden for people living with HCU, including debilitating complications of the skeletal, cardiovascular, ocular, and central nervous systems. Therefore, I am extremely proud of the Orphan Technologies team for advancing OT-58 from early stage research and preclinical studies into a Phase 1/2 trial,” said Frank Glavin, chief executive officer of Orphan Technologies. “We are now at an ideal juncture to pair the therapeutic promise of OT-58 with Retrophin’s late-stage development and commercial capabilities in rare diseases. I believe that with this new stewardship, we increase the potential for OT-58 to become an impactful new treatment option for patients.”

Under the terms of the agreement, Retrophin will make an upfront payment of $90 million in cash upon closing of the transaction. Orphan Technologies shareholders will also be eligible to receive up to $427 million in additional cash payments contingent upon the achievement of key milestones in the development and commercialization of OT-58. Retrophin will also pay a tiered mid-single digit royalty on future net sales of OT-58 in the US and Europe, and potentially make a milestone payment in the event a pediatric rare disease voucher is granted.

The transaction has been approved by the boards of directors of both companies. It is subject to customary closing conditions, including consummation of a spinout agreement for Orphan Technologies’ preclinical OT-15 product candidate, and is anticipated to close in the fourth quarter of 2020.

Barclays acted as financial advisor, and Cooley LLP acted as legal counsel to Retrophin. Cantor Fitzgerald & Co. acted as financial advisor, and Hogan Lovells US LLP acted as legal counsel to Orphan Technologies.

Conference Call Information

Retrophin will host a conference call and webcast today, October 22, 2020 at 5:00 p.m. ET to discuss the acquisition. To participate in the conference call, dial [phone] (U.S.) or [phone] (International), confirmation code 5086267 shortly before 5:00 p.m. ET. The webcast and slides can be accessed at retrophin.com, in the Events and Presentations section, and will be archived for at least 30 days. A replay of the call will be available from 8:00 p.m. ET, October 22, 2020 to 8:00 p.m. ET, October 29, 2020. The replay number is [phone] (U.S.) or [phone] (International), confirmation code 5086267.