Baxter International Inc. announced today that it has
entered into a definitive agreement to acquire privately-held Prism Pharmaceuticals,
Inc., a specialty pharmaceutical company based in King of Prussia, PA.
Prism Pharmaceuticals has developed and received U.S. Food and Drug Administration
(FDA) approval for multiple presentations of NEXTERONE(R) (amiodarone HCl), an
antiarrhythmic agent. The NEXTERONE product portfolio, which does not contain
polysorbate 80 or benzyl alcohol, includes the first and only ready-to-use
premixed intravenous (IV) bag formulations as well as vials and a pre-filled
syringe.

The terms of the agreement include a total consideration of
up to $338 million, consisting of an upfront cash payment of $170 million at closing
and up to $168 million in future sales-based milestone payments. The
transaction is expected to close in the second quarter of 2011, subject to
customary closing conditions and expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act.

This transaction is not expected to have a material impact
on Baxter’s 2011 financial results.

The NEXTERONE premixed IV formulations were recently
approved by the FDA in two ready-to-use dosage forms: 150 mg in a 100 mL
flexible container for rapid 10-minute loading infusion and 360 mg in a 200 mL flexible
container for subsequent loading and maintenance infusions.

These ready-to-use formats require no admixing, eliminating
potential medication errors associated with compounding. In addition, NEXTERONE
can be stored at room temperature during its two year shelf life and fits in
automated dispensing cabinets and crash carts, putting the product in patient
care areas ready for use during acute, time sensitive and life-threatening
situations. Prior to entering into the definitive agreement to acquire the
company, Baxter was the contract manufacturer selected by Prism to manufacture
the premixed IV bags using Baxter’s proprietary GALAXY container technology and
the prefilled syringe.

“NEXTERONE is a great addition to our leading portfolio
of premix drugs and solutions for the acute care setting. It offers clinicians
a unique, ready-to-use antiarrhythmic agent for critical and time sensitive
situations, while also providing convenience to caregivers and value to
pharmacists,” said Robert M. Davis, president of Baxter’s Medical Products
business. “Based on our strong hospital relationships and familiarity with
the product, Baxter is well-positioned to launch the ready-to-use presentations
of NEXTERONE.” “The development and approval of NEXTERONE has been
Prism’s greatest achievement,” said Warren Cooper, CEO of Prism Pharmaceuticals.
“We look forward to Baxter’s success in launching this product, which will
benefit clinicians and the patients they serve.” Amiodarone is an
antiarrhythmic medication used for ventricular tachyarrhythmias, or fast forms
of irregular heartbeat. NEXTERONE Premixed Injection is indicated for
initiation of treatment and prophylaxis of frequently recurring ventricular
fibrillation and hemodynamically unstable ventricular tachycardia in patients refractory
to other therapy.