The Medicines Company, a medical solutions company based in Parsippany, N.J., has agreed to acquire Incline Therapeutics, hospital-focused specialty pharmaceutical company based in Redwood City, Calif.

The Medicines Company has agreed to pay Incline $185 million in an upfront payment with additional payments if certain regulatory and commercial milestones are met. The boards of directors of both companies have unanimously approved the agreement.

Incline Therapeutics is focused on the development of IONSYS (fentanyl iontophoretic transdermal system), a compact, disposable, needleless Patient-Controlled Analgesia (PCA) system in development for the short-term management of acute postoperative pain in the hospital setting. IONSYS was originally developed and evaluated in an extensive clinical program, including seven phase III clinical trials, which formed the basis of FDA and EMA marketing clearances in 2006 for the short-term management of acute post-operative pain in the hospital setting. In 2008, IONSYS was launched in Europe, achieving strong hospital formulary acceptance. However, due to device stability issues, IONSYS was voluntarily recalled in Europe and was not launched in the U.S. Incline acquired IONSYS from ALZA in 2010.

"We have been very impressed with the work that the Incline team has done to address prior challenges and to prepare the product for near-term resubmission for marketing in the US and Europe,” said Glenn Sblendorio, president and CFO, The Medicines Company. “We expect that if we obtain IONSYS approval, we could launch IONSYS in early 2014 in the U.S. and soon thereafter in Europe."

Alan Levy, CEO of Incline, said, "The Medicines Company has a proven track record of success in developing and commercializing acute and intensive care products, as highlighted by the considerable success of Angiomax. We have great confidence in their ability to optimize the therapeutic and commercial potential of IONSYS."

Subject to obtaining requisite consents and approvals and the satisfaction or waiver of certain conditions, the acquisition is expected to close in the first quarter of 2013.

BofA Merrill Lynch served as exclusive financial advisor and WilmerHale served as legal advisor for the transaction for The Medicines Company. Incline's exclusive financial advisor for the transaction was Leerink Swann, while Cooley served as its legal advisor.