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Amgen To Acquire Otezla For $13.4 Billion In Cash - Quick Facts

Amgen (AMGN) agreed Monday to acquire worldwide rights to Otezla (apremilast), the only oral, non-biologic treatment for psoriasis and psoriatic arthritis, and certain related assets and liabilities, from Celgene Corp. (CELG) for $13.4 billion in cash, or about $11.2 billion, net of the present value of $2.2 billion in anticipated future cash tax benefits.

Amgen will acquire Otezla and related intellectual property, including any patents that primarily cover apremilast, as well as other assets and liabilities related Otezla. The agreement includes the transfer of Celgene employees primarily dedicated to Otezla.

The acquisition of Otezla offers an opportunity for Amgen to provide patients an innovative oral therapy for psoriasis and psoriatic arthritis that fits squarely within its portfolio and complements its Enbrel and Amgevita brands.

The agreement is contingent on the Federal Trade Commission (FTC) consent decree and closing of pending Bristol-Myers Squibb-Celgene Merger.

Celgene is divesting global rights to Otezla in connection with the ongoing regulatory approval process for its previously announced pending merger with Bristol-Myers Squibb Co. (BMY), which is expected to close by end of 2019.

Otezla is the leading treatment in the post-topical, pre-biologic segment in its approved indications. Otezla is currently approved for three indications in the U.S.—the treatment of patients with moderate-to-severe plaque psoriasis who are candidates for phototherapy or systemic therapy; adult patients with active psoriatic arthritis; and adult patients with oral ulcers associated with Behçet's Disease.

Otezla is approved in more than 50 markets outside the U.S., including the European Union and Japan, and has patent exclusivity through at least 2028 in the U.S.

The closing of the acquisition is contingent on Bristol-Myers Squibb entering into a consent decree with the Federal Trade Commission in connection with the pending Celgene merger, the closing of the pending merger with Celgene and the satisfaction of other customary closing conditions.

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