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Navidea: Seeking Growth Through the Sale of Business

Navidea Biopharmaceuticals, Inc. (Navidea) is a leader in precision medicine with immuno-targeted products designed to help identify the sites and pathways of undetected disease and enable better diagnostic accuracy, clinical decision-making, targeted treatment and, ultimately, patient care. Navidea was seeking financial flexibility and chose to sell part of its Lymphoseek® product, which is used for lymphatic mapping, lymph node biopsy, and the diagnosis of metastatic spread to lymph nodes for the staging of cancer, to Cardinal Health.

Navidea turned to Maslon to serve as legal counsel throughout the sale, and a Maslon team led by Bill Mower and including Brad Pederson worked with Navidea through all steps of the transaction. The Maslon team advised Navidea on structuring the transaction, prepared numerous transaction documents, negotiated payoffs of certain credit facilities with funds received from the sale, and provided guidance to the company's executives and board of directors.

The transaction involved bifurcating Navidea's Lymphoseek business so that post-close, Navidea would continue to produce and sell Lymphoseek, mostly under a different brand name, outside of North America—as well as its other businesses involving non-Lymphoseek drug candidates globally. To accomplish this, the Maslon team negotiated a new license-back agreement with Cardinal, worked with several distributors and customers to renegotiate terms for the scaled-back territory, and structured certain transactional agreements to allow Navidea and Cardinal to operate in the same industry but avoid competition.

As a result of the sale, Navidea received approximately $83 million at closing and obtained the opportunity to earn up to $227 million of contingent consideration based on certain milestones through 2026. The transaction enabled Navidea to invest in its deep pipeline of activated macrophage targeted imaging agents and therapeutics—healthcare technologies that can make a difference for individuals and families touched by devastating conditions.




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