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Mergers and Acquisitions

Date: 2016-10-27

Type of information: Company acquisition

Acquired company: Rhythm Health, now Motus Therapeutics (USA - MA)

Acquiring company: Actavis, now Allergan (Ireland)

Amount: $200 million and contingent payment upon first commercial sale of relamorelin

Terms:

* On October 27, 2016, Allergan announced that it has exercised its option to acquire Motus Therapeutics. Motus (formerly known as Rhythm Health ) is a wholly-owned subsidiary of Rhythm Holding Company. This decision follows the completion and the announcement of top line results of a phase 2b clinical trial assessing the efficacy and safety of relamorelin (RM-131) , Motus' ghrelin agonist, for the treatment of gastroparesis in patients with type 1 and type 2 diabetes. 
As a result of exercising its option to acquire Motus Therapeutics, Allergan will pay the exercise price of $200 million at closing to Rhythm Holding . In addition, Rhythm Holding will be eligible for a contingent payment upon first commercial sale of relamorelin. Allergan previously made $47 million in payments related to the option-to-acquire Motus and the relamorelin Phase 2b clinical trial. Completion of Allergan's acquisition of Motus Therapeutics is expected to occur by the end of 2016 subject to customary closing conditions.

* On October 22, 2014, Actavis announced that it has been granted an exclusive option to acquire Rhythm's wholly owned subsidiary, Rhythm Health, Inc., which is developing relamorelin (RM-131), a peptide ghrelin agonist, for the treatment of diabetic gastroparesis and other GI functional disorders. Under the terms of the agreement, Actavis will provide a $40 million upfront payment to Rhythm, and will have the option to acquire Rhythm Health, Inc. and the worldwide rights to relamorelin for an undisclosed amount following the completion of the Phase 2b study. Actavis and Rhythm will establish a joint development committee to oversee the development of relamorelin, with Rhythm managing all aspects of the development program during the option period.

The transaction is limited to the acquisition of Rhythm Health, Inc. and does not include Rhythm's other subsidiary, Rhythm Metabolic, which is developing the MC4R peptide agonist, RM-493, for the treatment of obesity, including obesity caused by genetic deficiencies in the MC4 pathway such as Prader Willi Syndrome.

Details:

Rhythm has completed a successful Phase 2 trial of relamorelin for the treatment of diabetic gastroparesis and a second successful Phase 2 trial for chronic constipation. Rhythm expects to initiate a Phase 2b clinical trial for the treatment of diabetic gastroparesis by early 2015. This ghrelin agonist is in development for the treatment of diabetic gastroparesis and GI functional disorders. Derived from the natural ghrelin sequence, relamorelin has been optimized to stimulate gastrointestinal (GI) motility, with greater potency and enhanced stability and pharmacokinetics. Relamorelin has completed a Phase 2 trial in diabetic gastroparesis and a Phase 2a study in chronic constipation, and an additional Phase 2 trial is under way in lower GI functional disorders. The FDA has granted Fast Track review status to relamorelin for the treatment of diabetic gastroparesis.

Related:

Gastrointestinal diseases

Is general: Yes