OPKO Health has signed a definitive agreement to acquire Transition Therapeutics, a clinical stage biotechnology company. 

Under the terms of the agreement approved by the boards of directors of both companies, Transition Therapeutics security holders will receive approximately 6.4 million shares of OPKO common stock. Based on the moving average price of OPKO common stock for the five trading days preceding the signing of the agreement, the transaction is valued at approximately $60 million, or $1.55 per share of Transition Therapeutics common stock, based on current outstanding shares. The companies expect the transaction to close during the second half of 2016, subject to approval of Transition Therapeutics stockholders and other customary conditions. 

The Transition Therapeutics clinical portfolio includes: 

• TT401, a once or twice weekly oxyntomodulin for type 2 diabetes and obesity. OPKO's MOD-6031, currently in a phase I study, is a once weekly oxyntomodulin with a proprietary delivery system to slowly release the natural oxyntomodulin, which allows the molecule to penetrate the blood brain barrier. The potential of MOD-6031 to interact with CNS, as well as peripheral receptors, is expected to mimic the natural effect of oxyntomodulin for its effects on satiety and weight loss.
• TT701 is a once daily oral selective androgen receptor modulator for patients with androgen deficiency. In a 12-week study of 350 male subjects, it resulted in significantly decreased fat mass and increased lean body mass and muscle strength without significantly changing prostate specific antigen levels. The selective and antagonistic properties of TT701 appear to be well-suited to provide anabolic therapeutic benefits to specific patient populations, while potentially avoiding, or even reducing, prostate hypertrophy.
• ELND005, a neuropsychiatric drug candidate. ELND005 is an orally administered small molecule that has completed phase II clinical studies in Alzheimer's disease and Down syndrome patients.

"This acquisition provides OPKO with two late stage drug candidates, each of which holds exceptional market potential," said Phillip Frost, M.D., CEO and chairman of OPKO. "We believe TT401, a once-weekly dual GLP1/Glucagon agonist that recently showed success in a 420-patient phase II study, will complement OPKO's existing oxyntomodulin product candidate (MOD-6031), which may provide enhanced therapeutic benefit through targeted delivery." 

Dr. Frost added, "The selective androgen receptor modulator, TT701, could meet an important need in patients who can benefit from its anabolic effects without the risks associated with testosterone products. We believe it fits well with our Claros 1 point-of-care diagnostic products under development for testosterone and PSA, which could serve as companion diagnostics." 

"OPKO is ideally positioned to leverage the potential of Transition's clinical programs and bring these novel therapeutics to market for the benefit of patients," said Tony F. Cruz, Ph.D., CEO and chairman of Transition Therapeutics, "Further, OPKO has a strong pipeline of products coming to market that can provide future value for Transition Therapeutics stockholders."