Ipsen and Inspiration Biopharmaceuticals enter into an Asset Purchase Agreement with Cangene Corporation on IB1001

  Ipsen and Inspiration Biopharmaceuticals enter into an Asset Purchase
  Agreement with Cangene Corporation on IB1001

  *This transaction completes the sale process of all Ipsen and Inspiration
                                hemophilia assets
  *Cangene to pay up to $55.9m in upfront payment and potential additional
                           IB1001 commercial milestones
  *Cangene to make net sales payments equivalent to tiered double digit
    percentage of IB1001 annual net sales

Business Wire

PARIS -- February 6, 2013

Regulatory News:

Ipsen (Euronext: IPN; ADR: IPSEY)  and Inspiration Biopharmaceuticals Inc.
(Inspiration) today announced they entered into an Asset Purchase Agreement
(APA) whereby Cangene Corporation (Cangene) agrees to acquire the worldwide
rights to IB1001, a recombinant factor IX (rFIX) for the treatment of
hemophilia B.

The APA will be filed prior to the hearing scheduled for 6 February 2013, to
consider approval of the APA before the US Federal Bankruptcy Court in Boston
(MA). The sale is a result of a joint marketing and sale process pursued by
Ipsen and Inspiration shortly after Inspiration filed for protection under
Chapter 11 of the U.S. Bankruptcy Code on October 30, 2012. Ipsen has been
providing Inspiration with Debtor-in-Possession financing (DIP) for an amount
of up to $23.6 million to fund Inspiration’s operations during the sale
process.

Under the terms of the APA, Cangene has agreed to pay $5.9 million upfront, up
to $50 million in potential additional commercial milestones as well net sales
payments equivalent to tiered double digit percentage of IB1001 annual net
sales.

The APA is subject to certain closing conditions including Bankruptcy Court
approval.

On 24 January 2013, Ipsen and Inspiration announced that they had entered into
an APA for the sale of OBI-1 to Baxter International (Baxter), subject to
closing conditions. 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.

On the basis of available information, the share of upfront payments to be
received by Ipsen should mainly cover the total amount of DIP financing
provided to Inspiration. The remaining portion of proceeds is contingent on
OBI-1 and IB1001 approvals. As a consequence, the Group, as of 31 December
2012, may impair hemophilia related assets (mainly composed of the convertible
bonds and the Milford manufacturing site) for a total amount of around €100
million after tax.

On the transaction, Evercore Partners served as common financial advisor to
Inspiration and Ipsen; Lazard and Banque Hottinguer & Cie served as financial
advisors to Ipsen.

About the partnership agreement between Inspiration and Ipsen and the product
portfolio

In January 2010, Inspiration entered into a strategic agreement with Ipsen,
leveraging the combined expertise and resources of the two companies, to
develop a broad portfolio of hemophilia products and two products in phase
III. IB1001, an investigational intravenous recombinant factor IX (rFIX)
therapy for the treatment and prevention of bleeding episodes in people with
hemophilia B and OBI-1 an investigational intravenous recombinant porcine
factor VIII (rpFVIII) therapy for the treatment of patients with i) acquired
hemophilia A and ii) congenital hemophilia A who have developed inhibitors
against human FVIII.

In August 2011, Ipsen and Inspiration announced the extension of their
agreement to create a hemophilia business unit structure that will act as the
exclusive sales organization for all hemophilia products commercialized under
the Inspiration brand in Europe.

In July 2012 Inspiration announced that IB1001 was placed on clinical hold by
the Food and Drug Administration (FDA).

On 21 August 2012, Ipsen and Inspiration renegotiated their 2010 partnership.
This agreement aimed to establish an effective structure whereby Ipsen gained
commercial rights in key territories. Inspiration remains responsible for the
world-wide development of OBI-1 and IB1001. Ipsen paid a bridging facility for
an amount of $30 million providing both Inspiration with time to secure
independent third party financing and Ipsen with time to assess potential ways
forward.

On 31 August 2012, Ipsen paid Inspiration $7.5 million and received a warrant
for 15% of Inspiration’s equity.

Ipsen had agreed to pay Inspiration an additional $12.5 million if Inspiration
had raised third party financing by the contractual deadline of 30 September
2012. Inspiration did not manage to raise external funding by this contractual
deadline.

On 30 October 2012, Inspiration commenced a voluntary reorganization case
pursuant to Chapter 11’s provisions of the United States Bankruptcy Code with
the objective of leading a joint marketing and sales process. Ipsen is seeking
to exit hemophilia through this process.

On 24 January 2013, Ipsen and Inspiration announced that they had entered into
an Asset Purchase Agreement for the sale of OBI-1 to Baxter subject to closing
conditions.

On 6 February 2013, Ipsen and Inspiration announced that they had entered into
an Asset Purchase Agreement for the sale of IB1001 to Cangene subject to
closing conditions.

About Chapter 11

Chapter 11 of the U.S. Bankruptcy Code is a legal process under which a
company can continue and maintain its business in the ordinary course and be
protected from creditors' efforts to collect on their debts while it
reorganizes and restructures its business. Nonetheless, certain of the
company's activities are subject to close review and approval by a judge as
well as a committee of major creditors if appointed in the Chapter 11 case.

About Ipsen

Ipsen is a global specialty-driven pharmaceutical company with total sales
exceeding €1.2 billion in 2012. Ipsen’s ambition is to become a leader in
specialty healthcare solutions for targeted debilitating diseases. Its
development strategy is supported by three franchises: neurology,
endocrinology and uro-oncology. Moreover, the Group has an active policy of
partnerships.Ipsen'sR&D is focused onitsinnovative and differentiated
technological platforms, peptides and toxins. In 2011, R&D expenditure totaled
more than €250 million, above 21% of Group sales. The Group has total
worldwide staff of close to 4,500 employees. Ipsen’s shares are traded on
segment A of Euronext Paris (stock code: IPN, ISIN code: FR0010259150) and
eligible to the “Service de Règlement Différé” (“SRD”). The Group is part of
the SBF 120 index. Ipsen has implemented a Sponsored Level I American
Depositary Receipt (ADR) program, which trade on the over-the-counter market
in the United States under the symbol IPSEY. For more information on Ipsen,
visitwww.ipsen.com.

Ipsen’s Forward Looking Statement

The forward-looking statements, objectives and targets contained herein are
based on the Group’s management strategy, current views and assumptions. Such
statements involve known and unknown risks and uncertainties that may cause
actual results, performance or events to differ materially from those
anticipated herein. All of the above risks could affect the Group’s future
ability to achieve its financial targets, which were set assuming reasonable
macroeconomic conditions based on the information available today.

Moreover, the targets described in this document were prepared without taking
into account external growth assumptions and potential future acquisitions,
which may alter these parameters. These objectives are based on data and
assumptions regarded as reasonable by the Group. These targets depend on
conditions or facts likely to happen in the future, and not exclusively on
historical data. Actual results may depart significantly from these targets
given the occurrence of certain risks and uncertainties, notably the fact that
a promising product in early development phase or clinical trial may end up
never being launched on the market or reaching its commercial targets, notably
for regulatory or competition reasons. The Group must face or might face
competition from Generics that might translate into a loss of market share.

Furthermore, the Research and Development process involves several stages each
of which involves the substantial risk that the Group may fail to achieve its
objectives and be forced to abandon its efforts with regards to a product in
which it has invested significant sums. Therefore, the Group cannot be certain
that favorable results obtained during pre-clinical trials will be confirmed
subsequently during clinical trials, or that the results of clinical trials
will be sufficient to demonstrate the safe and effective nature of the product
concerned. The Group also depends on third parties to develop and market some
of its products which could potentially generate substantial royalties; these
partners could behave in such ways which could cause damage to the Group’s
activities and financial results. The Group cannot be certain that its
partners will fulfill their obligations. It might be unable to obtain any
benefit from those agreements. A default by any of the Group’s partners could
generate lower revenues than expected. Such situations could have a negative
impact on the Group’s business, financial position or performance.

The Group expressly disclaims any obligation or undertaking to update or
revise any forward looking statements, targets or estimates contained in this
press release to reflect any change in events, conditions, assumptions or
circumstances on which any such statements are based, unless so required by
applicable law.

The Group’s business is subject to the risk factors outlined in its
registration documents filed with the French Autorité des Marchés Financiers.

Contact:

Ipsen
Media
Didier Véron
Vice President, Public Affairs and Corporate Communications
Tel.: +33 (0)1 58 33 51 16
Fax: +33 (0)1 58 33 50 58
E-mail: didier.veron@ipsen.com
or
Financial Community
Pierre Kemula
Vice President, Corporate Finance, Treasury and Financial Markets
Tel.: +33 (0)1 58 33 60 08
Fax: +33 (0)1 58 33 50 63
E-mail: pierre.kemula@ipsen.com
or
Stéphane Durant des Aulnois
Investor Relations Manager
Tel.: +33 (0)1 58 33 60 09
Fax: +33 (0)1 58 33 50 63
E-mail: stephane.durant.des.aulnois@ipsen.com
 
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