Johnson & Johnson announces definitive agreement to acquire Aragon Pharmaceuticals, Inc.

Johnson & Johnson announced today a definitive agreement to acquire Aragon Pharmaceuticals, Inc., a privately-held, pharmaceutical discovery and development company focused on drugs to treat hormonally-driven cancers.

The acquisition includes Aragon’s androgen receptor antagonist program. Aragon’s lead product candidate is a second generation androgen receptor signaling inhibitor, ARN-509, in Phase 2 development for castration resistant prostate cancer (CRPC).

Under the terms of the agreement, Johnson & Johnson will make an upfront cash payment of $650 million, plus additional contingent payments of up to $350 million based on reaching predetermined milestones. The transaction is expected to close in the third quarter of 2013.

Prior to closing, Aragon will transfer all assets other than its androgen receptor antagonist program to a newly formed company, which Aragon will spin off. Johnson & Johnson will not have an ownership stake in the new company nor retain any rights to these products or programs.

The closing is subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act, Aragon’s consummation of the spin-off of the newly created company, and other customary closing conditions. The boards of directors of both Johnson & Johnson and Aragon have approved the transaction.

“The acquisition of Aragon further enhances our leadership in prostate cancer drug development. ARN-509 complements ZYTIGA® and provides the potential for exciting, novel approaches to treat prostate cancer patients,” said Peter F. Lebowitz, M.D., Ph.D., Global Therapeutic Area Head, Oncology for Janssen Research & Development, LLC. “Prostate cancer is one of our main areas of focus, and we are pleased to be adding ARN-509 to our portfolio.”