Cephalon to acquire Ception Therapeutics following positive clinical study of eosinophilic asthma

Feb 23 2010

Cephalon, Inc. (Nasdaq: CEPH) announced today that it has exercised its option to acquire Ception Therapeutics, Inc., following receipt of positive data from a clinical study in adults with eosinophilic asthma.  A Phase II clinical trial of Ception's lead compound, CINQUIL™ (reslizumab), in 106 patients demonstrated improved asthma control in adult patients with moderate to severe asthma and eosinophilic airway inflammation, as measured by the primary study endpoint, a change in Asthma-Control -Questionnaire or ACQ score>

"This study showed a strong treatment signal and compelling internal consistency on the effect of CINQUIL on measurements of asthma and lung function," said Dr. Lesley Russell, Chief Medical Officer at Cephalon.  "These data provide confidence that CINQUIL shows a meaningful treatment effect in this patient population.  We look forward to advancing CINQUIL into Phase three clinical trials."

Based on these Phase II results, Cephalon exercised its option to acquire Ception on February 22, 2010.  Following the exercise of its option, Cephalon's obligation to enter into a merger agreement relating to the acquisition is subject to Cephalon's rights under, and Ception's satisfaction of certain conditions set forth in, the option agreement.  The merger agreement is subject to customary closing conditions, including expiration of applicable antitrust waiting periods.  Upon the closing of the merger, Cephalon would purchase all of the outstanding capital stock of Ception for $250 million, subject to adjustment for any third party debt held by Ception.  Ception shareholders could receive additional payments related to clinical and regulatory milestones.

"The acquisition of Ception is consistent with our strategy to diversify into biologics and provides us with an important Phase three asset for further development," said Frank Baldino, Jr., Ph.D., Chairman and CEO of Cephalon.  

"Today marks an important milestone for Ception, as well as the asthma community," said Stephen Tullman, President and CEO, Ception Therapeutics.  "These encouraging results will allow the advancement of this novel therapeutic for the many people suffering from this severe, poorly controlled form of asthma.  The Ception team has done an excellent job, and I am extremely thankful for the support provided by Cephalon and our investors."