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VERTEX PHARMACEUTICALS INC / MA 8-K Report, Material Agreement (Mar 9, 2009)

Filed March 9, 2009For Securities:VRTX

Summary

Vertex Pharmaceuticals announced on March 3, 2009, its agreement to acquire ViroChem Pharma Inc. for approximately $100 million in cash and about 9.9 million shares of Vertex common stock. ViroChem brings two Hepatitis C virus (HCV) polymerase inhibitors, VCH-222 and VCH-759, which are in early-stage clinical development (Phase 1). This acquisition is strategically aimed at enhancing Vertex's HCV pipeline, particularly by exploring combinations of its lead protease inhibitor, telaprevir (in Phase 3), with ViroChem's polymerase inhibitors. Vertex anticipates initiating clinical evaluation of these novel combination regimens in the second half of 2009. The acquisition is subject to customary closing conditions and includes a Registration Rights Agreement for the resale of the issued shares. This move underscores Vertex's commitment to advancing its HCV drug development program through strategic in-licensing and acquisition of promising assets.

Key Highlights

  • 1Vertex Pharmaceuticals to acquire ViroChem Pharma Inc. for approximately $100 million cash and ~9.9 million shares of common stock.
  • 2Acquisition includes two HCV polymerase inhibitors: VCH-222 and VCH-759, both in Phase 1 clinical development.
  • 3VCH-222 showed a significant viral load reduction (median 3.7 log10) in a Phase 1 viral kinetic trial.
  • 4VCH-759 completed Phase 1b clinical development with reported viral load reductions.
  • 5Vertex plans to evaluate combination therapies of telaprevir (Phase 3) with VCH-222 and/or VCH-759 starting in the second half of 2009.
  • 6Transaction is subject to customary closing conditions.
  • 7A Registration Rights Agreement will be in place for the resale of shares issued in the acquisition.

Frequently Asked Questions

The acquisition of ViroChem is intended to strengthen Vertex's Hepatitis C virus (HCV) drug development pipeline. ViroChem's assets, specifically the HCV polymerase inhibitors VCH-222 and VCH-759, are expected to complement Vertex's existing lead HCV protease inhibitor, telaprevir, allowing for the exploration of novel combination therapies to potentially achieve greater antiviral efficacy.

Vertex is acquiring ViroChem's two HCV polymerase inhibitors, VCH-222 and VCH-759. VCH-222 has completed a Phase 1 viral kinetic trial, and VCH-759 has completed Phase 1b clinical development. Both are considered early-stage assets.

Vertex has agreed to acquire ViroChem for an aggregate purchase price of approximately $100 million in cash and approximately 9.9 million shares of Vertex's common stock. The exact number of shares may be subject to adjustment based on Vertex's share price prior to closing.

Vertex anticipates beginning the clinical evaluation of novel combination regimens, combining its telaprevir with VCH-222 and/or VCH-759, in the second half of 2009.