Biopharmaceutical company Omeros Corp. (OMER) announced Thursday that it has entered into a definitive agreement for the sale of OMIDRIA to Rayner Surgical Group Ltd.
The transaction, expected to close on or before December 31, 2021, includes an upfront payment of $125 million with an additional $200 million in a commercial milestone payment. Omeros will also retain its accounts receivable balance at the closing, which was $34 million at the end of last quarter.
The transaction, along with substantial royalties to be paid by Rayner to Omeros on net sales of OMIDRIA, is valued in excess of $1 billion.
Rayner will pay Omeros royalties on both U.S. and ex-U.S. net sales of OMIDRIA. In the U.S., the royalty rate will be 50 percent of U.S. net sales until the earlier of either January 1, 2025 or payment of the $200-million commercial milestone, after which Omeros will receive royalties of 30 percent of U.S. net sales for the life of OMIDRIA's U.S. patent estate.
The commercial milestone payment is triggered if separate payment for OMIDRIA is secured for a continuous period of at least four years. Outside of the U.S., Omeros will receive a 15-percent royalty rate on OMIDRIA net sales throughout the applicable patent life on a country-by-country basis.
OMIDRIA will become a key product in Rayner's ophthalmology franchise, which includes intraocular lenses, ophthalmic viscoelastic devices and dry eye treatments.
As part of the agreement, Rayner will also acquire the OMIDRIA commercial organization, including the OMIDRIA sales force. In addition, Rayner plans to expand the sales force in both the U.S. and ex-U.S., further strengthening its commercial presence internationally and further accelerating U.S. market growth of OMIDRIA.
The transaction is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
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