On November 15, 2021, Kala Pharmaceuticals, a commercial-stage biopharmaceutical company focused on the discovery, development, and commercialization of innovative therapies for diseases of the eye, announced that it has acquired Combangio, a private, clinical-stage company developing regenerative biotherapies for severe ocular surface diseases. Combangio is developing CMB-012, a novel investigational secretome therapy, now known as KPI-012, to address the complex wound healing process in persistent corneal epithelial defect (PCED) and other severe ocular diseases driven by impaired corneal healing. Wilson Sonsini Goodrich & Rosati represented Combangio in the transaction.
KPI-012 is a novel bone marrow-derived mesenchymal stem cell (MSC) secretome comprised of biomolecules secreted by MSCs, including protease inhibitors, growth factors, and neurotrophic factors, processed into a topical ocular solution. KPI-012 is currently in clinical development for the treatment of PCED, which is defined as a persistent non-healing corneal defect or wound that is refractory to conventional treatments. PCED is a rare disease with an estimated incidence in the U.S. of 100,000 cases and 238,000 cases in the U.S., EU, and Japan combined and KPI-012 has received Orphan Designation for the treatment of PCED by the U.S. Food and Drug Administration.
Under the terms of the agreement, Kala acquired all of the outstanding equity of Combangio, and the former Combangio equityholders are entitled to receive an upfront payment of cash and shares of Kala common stock, that together have an aggregate value of approximately $21 million. The former Combangio equityholders are also entitled to receive up to an aggregate of $105 million in cash and Kala stock upon the achievement by KPI-012 of specified development, regulatory, and sales milestones and tiered royalties on worldwide net sales of KPI-012, if any, at a rate in the mid to high single digits. In addition, the former Combangio equityholders are entitled to receive a percentage rate in the high single digits of any income received by Kala from a commercial out-license of KPI-012. The boards of both companies have approved the transaction and the transaction closed simultaneously with execution of definitive agreements on November 15, 2021.
The Wilson Sonsini team that advised Combangio on the transaction includes:
Corporate/M&A
Ken Clark
Michael Russell
Michael Coke
Andrew Collins
Joy-Annette Atsegbua
Bryn Lewis
IP/Technology Transactions
Lowell Segal
Nellie Brutocao
Kexi Wang
Rachel Slyker
Employment
Rebecca Stuart
Allison Ivey
Employee Benefits and Compensation
Michael Klippert
FDA/Regulatory
David Hoffmeister
Eva Yin
For more information, please see the press release.