XenoPort and GlaxoSmithKline Mutually Agree to Terminate Their Collaboration on Horizant
XenoPort Reacquires Rights to Horizant in the United States
SANTA CLARA, Calif.--(BUSINESS WIRE)--
XenoPort, Inc. (Nasdaq:XNPT) announced today that it has reached an
agreement with Glaxo Group Limited (GSK) to terminate their
collaboration agreement concerning Horizant® (gabapentin enacarbil)
Extended-Release Tablets, for which GSK held commercialization rights
and certain development rights in the United States.
Pursuant to a termination and transition agreement entered into between
the parties, GSK is returning Horizant rights to XenoPort and
providing certain assistance during a transition period. The termination
and transition agreement also provides for a mutual release of claims
and resolves all ongoing litigation between the parties. XenoPort
acknowledges that GSK fulfilled its contractual obligations on the
development, manufacturing and commercialization of Horizant.
During the transition period that will end on April 30, 2013, GSK will
continue to exclusively commercialize, promote, manufacture and
distribute Horizant in the United States. XenoPort will not be
responsible for any losses associated with the terminated collaboration
agreement, and XenoPort will not receive any revenue or incur any losses
from GSK's sales of Horizant during the transition period. GSK
will also continue to fully fund the costs associated with the
management and conduct of clinical studies initiated by GSK prior to the
date of the termination and transition agreement. In addition, prior to
the end of the transition period, GSK will provide to XenoPort inventory
of gabapentin enacarbil in GSK's possession that is not required for use
by GSK in the manufacture of Horizant. In exchange for such
inventory, XenoPort will make annual payments to GSK of $1.0 million for
six years beginning in 2016.
Following the transition period, XenoPort will assume all
responsibilities for further development, manufacturing and
commercialization of Horizant in the United States. GSK has also
agreed that, if requested by XenoPort, GSK will continue to supply Horizant
tablets to XenoPort for up to an additional six months following the
transition period on pricing terms established under the termination and
transition agreement and to be further memorialized in a supply
agreement to be entered into between the parties.
As part of the termination and transition agreement, GSK is purchasing
$20.0 million of common stock of XenoPort, or an aggregate of 1,841,112
shares at $10.863 per share, which per share price represents a 12.5
percent premium to the average of the closing prices of XenoPort's
common stock for the 10 trading days prior to October 31, 2012. In
addition, subject to the conditions and limitations set forth in a
separate stock purchase agreement entered into between the parties,
during the next six months, XenoPort has the option to require GSK to
purchase up to an additional $20.0 million of common stock of XenoPort
at a 12.5 percent premium to the average of the closing prices of
XenoPort's common stock for the 10 trading days prior to the day
XenoPort notifies GSK of its decision to exercise this option.
Conference Call
XenoPort will host a conference call at 8:30 a.m. Eastern Time today to
discuss matters related to the termination and transition agreement
between GSK and XenoPort. To access the conference call via the
Internet, go to www.XenoPort.com.
To access the live conference call via phone, dial 1-888-275-3514.
International callers may access the live call by dialing 706-679-1417.
The reference number to enter the call is 69518395.
The replay of the conference call may be accessed after 8:30 a.m.
Eastern Time today via the Internet, at www.XenoPort.com,
or via phone at 1-800-642-1687 for domestic callers, or 706-645-9291 for
international callers. The reference number to enter the replay of the
call is 69518395. Dial-in access to the replay of the call will be
available for approximately one week, and the Internet replay of the
call will be available for approximately one month following the live
call.
About XenoPort
XenoPort is a biopharmaceutical company focused on developing and
commercializing a portfolio of internally discovered product candidates
for the potential treatment of neurological disorders. GlaxoSmithKline
holds commercialization rights for Horizant in the United States
during a transition period, following which XenoPort will be responsible
for Horizant's further development, manufacturing and
commercialization. Regnite® (gabapentin enacarbil) Extended-Release
Tablets is approved for the treatment of moderate-to-severe primary
restless legs syndrome in Japan. Astellas Pharma Inc. holds all
development and commercialization rights for Regnite in Japan and
five other Asian countries. XenoPort holds all other world-wide rights
to gabapentin enacarbil. XenoPort's pipeline of product candidates
includes potential treatments for patients with spasticity, Parkinson's
disease and relapsing-remitting multiple sclerosis.
To learn more about XenoPort, please visit the Web site at www.XenoPort.com.
Forward-Looking Statements
This press release contains "forward-looking" statements, including,
without limitation, all statements related to the transition of all
Horizant product rights to XenoPort and the timing thereof; transition
activities, including GSK's conduct and funding of clinical trials;
XenoPort's election of its option to require GSK to purchase additional
shares of its common stock; the terms of a future supply agreement, if
any; and the continued availability of Horizant to patients. Words
such as "will," "would" and similar expressions are intended to identify
forward-looking statements. These forward-looking statements are
based upon XenoPort's current expectations. Forward-looking
statements involve risks and uncertainties. XenoPort's actual
results and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of these
risks and uncertainties, which include, without limitation, risks
related to XenoPort's dependence on GSK for further development,
manufacturing and commercialization of Horizant during the transition
period and as a potential source of supply thereafter; GSK's ability to
fund and conduct clinical trials as agreed between the parties;
XenoPort's ability to satisfy the conditions precedent to the exercise
of its option to require GSK to purchase additional shares of its common
stock; XenoPort's ability to establish sales, marketing and distribution
capabilities to market Horizant following the transition period, or to
enter into arrangements with third parties to do so, including the risk
that XenoPort's failure to establish or contract for these capabilities
could interrupt, delay or otherwise adversely affect the
commercialization of Horizant; and XenoPort's cash position and need for
additional capital. These and other risk factors are discussed
under the heading "Risk Factors" in XenoPort's Quarterly Report on Form
10-Q for the quarter ended September 30, 2012, filed with the Securities
and Exchange Commission on October 25, 2012. XenoPort expressly
disclaims any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statements contained herein to
reflect any change in the company's expectations with regard thereto or
any change in events, conditions or circumstances on which any such
statements are based.
XENOPORT, Regnite and Horizant are registered trademarks of XenoPort,
Inc.
XNPT2F
XenoPort, Inc.
Jackie Cossmon, 408-616-7220
ir@XenoPort.com
Source: XenoPort, Inc.
News Provided by Acquire Media
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