Takeda is looking to lighten the huge debt burden from the Shire buyout. Novartis wants to beef up its eye medicine portfolio after the Alcon spinoff. Now, the two companies have found a deal where their needs align.

As previously rumored, Takeda is selling Shire’s dry-eye drug Xiidra. To take it in, Novartis is shelling out $3.4 billion upfront and commits potential milestone payments of up to $1.9 billion, and gets a therapy that "fits strategically" with its ophthalmic pharmaceutical portfolio, the Swiss drugmaker said Thursday.

The pair expect the deal to close in the second half of this year. Once that happens, nearly 400 Takeda employees associated with Xiidra and based mainly in the U.S. and Canada will come over to Novartis.

Xiidra, which competes against Allergan’s Restasis, generated sales of about $400 million last year and is "well positioned for blockbuster potential," Novartis said. In 2018, Novartis’ entire ophthalmology medicine franchise, led by Roche-shared blockbuster wet age-related macular degeneration therapy Lucentis, returned $4.56 billion, down 1% over the previous year mainly due to generic erosions to its intraocular hypertension drug Travatan and pink eye therapy Pataday.

"Xiidra, with its unique dual benefits, is an example of the type of innovative advances we invest in for the benefit of patients," Novartis’ pharma chief Paul Hudson said in a statement. "We look forward to leveraging our well-established commercial infrastructure to bring this medicine to more patients."

Novartis has its own dry eye therapy in development: ECF843, a recombinant form of human lubricin in-licensed from Lubris in 2017, is in phase 2 with a planned first regulatory submission in 2022. Through a deal in late 2016, Novartis took in Encore Vision and its UNR844, a potentially first-in-class topical treatment for presbyopia. The Swiss drugmaker is counting on the Xiidra team’s commercial experience to help with those front-of-the-eye pipeline products.

For Takeda, the Xiidra deal marks the first selloff since the $62 billion Shire takeover. The Japanese pharma is hoping to divest around $10 billion worth of products to help cut down debt incurred with the acquisition. Other rumored or confirmed castoffs include its European over-the-counter business, its entire Latin American unit, Shire’s hypoparathyroidism drug Natpara, and a Shire inflammatory bowel disease candidate.

Separately, Takeda also said it will sell TachoSil surgical patch to Johnson & Johnson’s Ethicon for about $400 million. For the fiscal year ended last March, Takeda recorded $155 million sales for TachoSil. Together with the product, about 80 employees will join J&J. But Takeda will keep a manufacturing facility in Linza, Austria, that makes the TachoSil and will continue to supply it for J&J under a long-term agreement, Takeda said on Wednesday.

"These initial divestitures represent important steps in advancing the growth strategy Takeda outlined following our transformational acquisition of Shire earlier this year," Takeda CEO Christophe Weber said in a statement. The company is sharpening its focus on the core areas of gastroenterology, rare diseases, plasma-derived therapies, oncology and neuroscience.

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