Allergan Acquires Topical Dermatology Company Topokine Therapeutics

PRESS RELEASE

DUBLIN

and

BOSTON

,

April 21, 2016

/PRNewswire/ --

Allergan plc

(NYSE: AGN), a leading global pharmaceutical company, today announced that it has acquired Topokine Therapeutics, a privately held, clinical-stage biotechnology company focused on developing topical medicines for fat reduction. Under the terms of the agreement,

Allergan

acquired Topokine Therapeutics for an upfront payment of

$85 million

and success-based development and sales milestones for

XAF5

, a first-in-class topical agent in late-stage development for the treatment of steatoblepharon, also known as undereye bags.

Applied to the lower eyelids once nightly,

XAF5

penetrates the skin and acts pharmacologically on fat cells to shrink undereye bags. An estimated 40 million Americans have steatoblepharon,ⁱ which can make the face look older, tired, stressed or sad. In XOPH5-OINT-2, a Phase 2 randomized, placebo-controlled clinical trial,

XAF5

met the primary endpoint achieving statistically significant and clinically meaningful reductions in undereye bags. In

January 2016

Topokine initiated XOPH5-OINT-3, a pivotal Phase 2b/3 study of

XAF5

.

"The acquisition of Topokine and its

XAF5

technology adds an innovative technology to

Allergan's

industry leading mid-to-late stage pipeline of more than 70 programs and bolsters our leadership in medical aesthetics," said

David Nicholson

, Executive Vice President and President,

Global Brands Research & Development

at

Allergan

. "

XAF5

has the potential to be the first topical fat reduction product for the treatment of steatoblepharon, a condition with no current therapeutic options available for patients. We look forward to continuing the outstanding development work conducted by the Topokine team to bring this innovative medical aesthetic treatment to market."

"

Allergan

is a leader in medical and facial aesthetics, with unparalleled commercial and development expertise in the medical aesthetics community and a laser-focus on innovation. These characteristics make

Allergan

ideally suited to continue the successful development and maximize the potential commercialization of

XAF5

," said Murat Kalayoglu, MD, PhD, Topokine's Chief Executive Officer and a board-certified ophthalmologist. "I am deeply appreciative of the commitment and dedication of our Topokine team that has championed the discovery and development of

XAF5

. We look forward to working with

Allergan

to ensure continued development success for

XAF5

and realize a successful launch of the product."

"Physicians and their patients have been seeking an

FDA

-approved, non-invasive treatment option to address undereye bags where current treatment options are limited," said

Jeffrey Dover

, MD, FRCPC, a board-certified dermatologist and director of SkinCare Physicians in

Chestnut Hill, MA.

"Adding a topical treatment that physicians could offer to their patients would be an important step forward in the treatment of steatoblepharon."

Topokine's investors include

Schooner Capital

, a

Boston

-based private investment firm engaged in venture capital, growth equity and alternate asset investments.

Leerink Partners LLC

acted as financial advisor to Topokine.

Covington & Burling LLP

acted as legal advisor to

Allergan

and

Foley Hoag LLP

acted as legal counsel to Topokine.