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Ropes & Gray Advises Inspiration Biopharmaceuticals on Sale of Hemophilia Program to Baxter International

January 21, 2013 Practices: Mergers & Acquisitions, Mergers & Acquisitions Litigation, Private Equity, Securities & Public Companies

Ropes & Gray represented Inspiration Biopharmaceuticals (Inspiration) in its sale of its lead hemophilia program, OBI-1 (recombinant porcine factor VIII), with Ipsen to Baxter International (Baxter). On Jan. 24, Inspiration and Ipsen announced an asset purchase agreement pursuant to which Baxter would acquire the worldwide rights to OBI-1, as well as Ipsen’s manufacturing facility for OBI-1 in Milford, Massachusetts. The total aggregate consideration for these rights may exceed $700 million, including the upfront and milestone payments totaling $185 million, plus payments on global net sales.

The sale is a result of a joint sale process pursued by Inspiration and Ipsen shortly after Inspiration filed for protection under Chapter 11 of the U.S. Bankruptcy Code on October 30, 2012. Ipsen has been providing Inspiration with Debtor-in-Possession financing to fund Inspiration’s operations and the sale process.

The Ropes & Gray team was led by securities & public companies partner Chris Comeau and included tax partner Eric Elfman, antitrust partner Mike McFalls, intellectual property transactions partner David McIntosh, securities & public companies partner Paul Kinsella, bankruptcy & business restructuring partner Steve Hoort, tax counsel Avi Reshtick, merger control counsel Deidre Johnson, and securities & public companies associate Monica Singh.