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Cadence Pharmaceuticals, Inc. Announces Termination of Option Agreement to Acquire Incline Therapeutics


12/12/2012 9:26:37 AM

SAN DIEGO, Calif., Dec. 12, 2012 /PRNewswire/ -- Cadence Pharmaceuticals, Inc. (Nasdaq: CADX), a biopharmaceutical company focused on acquiring, in-licensing, developing and commercializing proprietary products principally for use in the hospital setting, announced today that it has entered into an agreement to terminate its exclusive option to acquire privately-held Incline Therapeutics, Inc., or Incline.

Under the waiver, consent and option termination agreement signed by Cadence and Incline, upon the closing of the proposed acquisition of Incline by The Medicines Company (Nasdaq: MDCO), Cadence would receive a payment of approximately $13 million to buy-out Cadence's interest in, and terminate Cadence's rights with respect to, the option agreement. Additionally, Cadence would receive approximately $1.5 million related to the purchase by The Medicines Company of the shares of Incline common stock held by Cadence, subject to adjustment, and, potentially, a pro rata share of future milestone payments. The acquisition of Incline by The Medicines Company is subject to the satisfaction or waiver of customary closing conditions, and is currently expected to close in January, 2013.

"The sale of our Incline option provides Cadence with non-dilutive capital and a solid return on our original investment," said Ted Schroeder, President and CEO of Cadence. "We're excited about the continued growth in sales of OFIRMEV, and believe that today's announcement provides us with further flexibility to focus on other drivers of near term revenue growth."

About Cadence Pharmaceuticals, Inc.

Cadence Pharmaceuticals is a biopharmaceutical company focused on acquiring, in-licensing, developing and commercializing proprietary products principally for use in the hospital setting. The current version of Cadence Pharmaceuticals' corporate overview may be viewed on the Investors page of www.cadencepharm.com under "Events & Presentations" by selecting "Corporate Overview."

About OFIRMEV® (Acetaminophen) Injection

OFIRMEV (acetaminophen) injection (1000 mg / 100 mL, 10 mg / mL; for intravenous use only), Cadence Pharmaceuticals' proprietary intravenous formulation of acetaminophen, is indicated for the management of mild to moderate pain, the management of moderate to severe pain with adjunctive opioid analgesics, and the reduction of fever. The FDA approval of OFIRMEV was based on data from clinical trials in approximately 1,020 adult and 355 pediatric patients. These trials included two studies evaluating the safety and effectiveness of OFIRMEV in the treatment of pain, and one study evaluating OFIRMEV in the treatment of fever. The effectiveness of OFIRMEV for the treatment of acute pain and fever has not been studied in pediatric patients less than 2 years of age.

Important Safety Information

Do not exceed the maximum recommended daily dose of acetaminophen. Administration of acetaminophen by any route in doses higher than recommended may result in hepatic injury, including the risk of severe hepatotoxicity and death. OFIRMEV is contraindicated in patients with severe hepatic impairment, severe active liver disease or with known hypersensitivity to acetaminophen or to any of the excipients in the formulation. Acetaminophen should be used with caution in patients with the following conditions: hepatic impairment or active hepatic disease, alcoholism, chronic malnutrition, severe hypovolemia, or severe renal impairment. OFIRMEV should be administered only as a 15-minute intravenous infusion. Discontinue OFIRMEV immediately if symptoms associated with allergy or hypersensitivity occur. Do not use in patients with acetaminophen allergy. The most common adverse reactions in patients treated with OFIRMEV were nausea, vomiting, headache, and insomnia in adult patients and nausea, vomiting, constipation, pruritus, agitation, and atelectasis in pediatric patients. The antipyretic effects of OFIRMEV may mask fever in patients treated for post-surgical pain.

For more information, please see the complete OFIRMEV Prescribing Information, available at www.OFIRMEV.com or www.cadencepharm.com.

Forward-Looking Statements

Statements included in this press release that are not a description of historical facts are forward-looking statements. Words such as "plans," "believes," "expects," "anticipates," and "will," and similar expressions, are intended to identify forward-looking statements, and are based on Cadence's current beliefs and expectations. Such statements include, without limitation, statements regarding the anticipated closing date for the acquisition of Incline by The Medicines Company, the potential for Cadence to receive payments related to that transaction, and the potential for continued growth in sales of OFIRMEV, which speak only as of the date hereof. Cadence's actual future results may differ materially from Cadence's current expectations due to the risks and uncertainties inherent in its business. These risks include, but are not limited to: the risk that the closing of the Incline acquisition may be delayed or may not occur at all; and Cadence's dependence on the successful commercialization of OFIRMEV, which is Cadence's only product; and other risks detailed under "Risk Factors" and elsewhere in Cadence's periodic reports and other filings made with the SEC from time to time. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995, and the company undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof.

Cadence® and OFIRMEV® are trademarks of Cadence Pharmaceuticals, Inc.

Contact:

William R. LaRue

Kelli France


SVP & Chief Financial Officer

Media Relations


Cadence Pharmaceuticals, Inc.

WCG


Phone: 858-436-1400

Phone: 415-946-1076

SOURCE Cadence Pharmaceuticals, Inc.



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