Debevoise Advises Actavis in Divesting its Branded Respiratory Portfolio in the U.S. and Canada to AstraZeneca

5 February 2015
Debevoise & Plimpton LLP is advising Actavis plc (“Actavis”) in a definitive agreement under which it will sell the rights to its branded respiratory business in the United States and Canada to AstraZeneca for an initial consideration of $600 million on completion and low single-digit royalties above a certain revenue threshold.‎ AstraZeneca will also pay Actavis an additional $100 million, and Actavis has agreed to a number of contractual consents and approvals, including certain amendments to the ongoing collaboration agreements between AstraZeneca and Actavis.

The transaction, which is expected to close in the first quarter of 2015, is subject to antitrust law clearance as well as other customary terms and conditions. Upon completion, AstraZeneca will own the development and commercial rights in the U.S. and Canada to Tudorza™ Pressair™ (aclidinium bromide inhalation powder), a twice-daily long-acting muscarinic antagonist (LAMA) for chronic obstructive pulmonary disease (COPD), and Daliresp® (roflumilast), the only once-daily oral PDE4 inhibitor currently on the market for COPD. The two products had combined annual sales in the U.S. of approximately $230 million in 2014. AstraZeneca will also own development rights in the U.S. and Canada for LAS40464, the combination of a fixed dose of aclidinium with formoterol long acting beta agonist (LAMA/LABA) in a dry powder inhaler, which is approved in the EU under the brand name Duaklir® Genuair®.

Actavis, headquartered in Dublin, Ireland, is a unique specialty pharmaceutical company focused on developing, manufacturing and commercializing high quality affordable generic and innovative branded pharmaceutical products for patients around the world. The Company is an industry leader in product research and development, with one of the broadest brand development pipelines in the pharmaceutical industry, and a leading position in the submission of generic product applications. Actavis has commercial operations in more than 60 countries and operates more than 30 manufacturing and distribution facilities globally.‎

The Debevoise team is led by partner Andrew L. Bab and includes partner Gary M. Friedman and associates Matthew Auten, Jennifer L. Chu, Manuel Andres Giner, Andrew M. Hirsch, Michael Layfield and Stephanie Margulies.

Debevoise & Plimpton LLP is a premier law firm with market-leading practices, a global perspective and strong New York roots. The firm’s commercially savvy lawyers regularly lead strategic transactions and complex disputes for world-class clients.‎