Baxter International Inc. (NYSE:BAX) entered into an asset purchase agreement to acquire hemophilia compound OBI-1 and related assets from Ipsen Pharma S.A.S. and Inspiration Biopharmaceuticals, Inc. for $700 million on January 23, 2013. Baxter International will pay $50 million upfront and remaining up to $135 million in potential additional development and commercial milestones as well as tiered net sales payments ranging from 12.5% to 17.5% of OBI-1 annual net sales. As Inspiration's only senior secured creditor and as the owner of non-Inspiration assets that will be included in the sale of both OBI-1 and IB1001, Ipsen will receive approximately 60% of the upfront payments. Over and above these upfront amounts, Ipsen will receive 80% of all payments up to a present value of $304 million and 50% of all proceeds thereafter.

The transaction is subject to certain closing conditions, including Bankruptcy Court and regulatory approvals. As on January 24, 2013, U.S. Bankruptcy Court for the District of Massachusetts approved the deal. Evercore Partners Inc. (NYSE:EVR) acted as financial advisor for Inspiration Biopharmaceuticals, Inc. and Ipsen S.A. Michael Sennett of Jones Day acted as a legal advisor to Baxter International Inc. Chris Comeau, Eric Elfman, Mike McFalls, Bill Jewett, David McIntosh, Paul Kinsella, Steve Hoort, Avi Reshtick, Deidre Johnson, James Wright and Monica Singh of Ropes & Gray LLP acted as the legal advisors to Inspiration Biopharmaceuticals, Inc. Lazard Frères Banque SA and Banque Jean-Philippe Hottinguer & Cie acted as financial advisors to Ipsen. Stephen Kotran of Sullivan & Cromwell LLP acted as the legal advisor to Ipsen S.A. Harold B. Murphy and Andrew G. Lizotte of Murphy & King, P.C. acted as legal advisors for Inspiration.