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VERTEX PHARMACEUTICALS INC / MA 8-K Report, Material Agreement (Jun 30, 2006)

Filed June 30, 2006For Securities:VRTX

Summary

Vertex Pharmaceuticals Incorporated (VRTX) announced a significant collaboration with Janssen Pharmaceutica, N.V. (a Johnson & Johnson company) on June 30, 2006, to jointly develop and commercialize its investigational hepatitis C protease inhibitor, VX-950. This agreement grants Janssen exclusive rights to commercialize VX-950 globally outside of North America and the Far East, while Vertex retains rights in North America and leads the overall global development plan. This partnership is poised to significantly advance the development and potential market reach of VX-950, a key pipeline asset for Vertex. Financially, the deal provides Vertex with an upfront payment of $165 million, with potential for an additional $380 million in milestone payments tied to development and launch success. Furthermore, Vertex stands to receive tiered royalties in the mid-20% range on net sales in Janssen's territories. Janssen will also share 50% of drug development costs incurred by Vertex for the collaboration. The agreement also establishes a global health initiative focused on combating Hepatitis C, particularly in developing countries, demonstrating a commitment to broader public health impact.

Key Highlights

  • 1Vertex Pharmaceuticals entered into a material definitive agreement with Janssen Pharmaceutica, N.V. for the development and commercialization of VX-950, an investigational hepatitis C protease inhibitor.
  • 2Janssen gains exclusive global commercialization rights for VX-950 outside of North America and the Far East; Vertex retains North American rights and global development leadership.
  • 3Vertex received an upfront payment of $165 million upon execution of the agreement.
  • 4Vertex is eligible to receive up to $380 million in milestone payments based on the successful development and launch of VX-950.
  • 5The agreement includes tiered royalties for Vertex, averaging in the mid-20% range of net sales in Janssen's territories.
  • 6Janssen will reimburse Vertex for 50% of drug development costs for the collaboration.
  • 7A global health initiative will be established by Vertex and Tibotec Pharmaceuticals (a Johnson & Johnson company) to address Hepatitis C in developing countries.

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