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* Initial $875 mln payout, up to $1.22 bln more if goals hit
* AstraZeneca gets access to Eklira and pipeline products
* Disposal leaves Almirall focused on dermatology
* Almirall shares jump 8 percent (Adds drug sales figure, Actavis role, Almirall ownership)
By Ben Hirschler
LONDON, July 30 (Reuters) - AstraZeneca took a majorstep to build up its respiratory medicine business on Wednesdayby striking a deal worth up to $2.1 billion for the rights toSpanish group Almirall's lung drugs.
The British drugmaker, which resisted a $118 billiontakeover attempt by Pfizer in May, said it would pay aninitial $875 million and up to $1.22 billion more if the drugsmeet development and sales targets.
The tie-up boosts a key therapeutic area for AstraZeneca,whose Chief Executive Pascal Soriot is determined to show hiscompany has a strong independent future.
Soriot also struck a clinical trial collaboration withJapan's Kyowa Hakko Kirin for a study that willevaluate a combination of the two companies' drugs in cancer -another important field for AstraZeneca.
For Almirall, the deal with AstraZeneca is a notable win,giving it extra resources to increase its focus on dermatology.The company is a local success story whose shares have stronglyoutperformed the Spanish market in the past three years.
AstraZeneca will have the right to develop and commercialiseAlmirall's existing lung drugs - including its recently launchedtreatment Eklira or aclidinium - as well as its pipeline ofexperimental therapies.
Almirall Sofotec, an Almirall subsidiary focused on makingdevices for delivering drugs to the lungs, including the Genuairinhaler, will also transfer to AstraZeneca.
Importantly, the deal gives AstraZeneca access to revenuesfrom a drug already on the market, in Eklira, helping its salesimmediately as it struggles with a wave of patent expiries onits own blockbuster medicines.
Eklira sales are expected to reach $535 million by 2018,according to consensus forecasts collected by Thomson Reuters,although much of that will be sold via Actavis, whichhas U.S. rights to the drug after acquiring Almirall's marketingpartner Forest Laboratories.
AstraZeneca expects the transaction, which will be paid forfrom existing cash reserves and using short-term creditfacilities, to be neutral to core earnings per share in 2015 andaccretive from 2016. It is set to close by the end of 2014 andwill not affect AstraZeneca's current year financial outlook.
Mick Cooper, an analyst at Edison Investment Research, saidthe agreement with Almirall was a "smart deal" that would helpbuild up AstraZeneca's respiratory business, which is alreadydoing well as its Symbicort drug wins business fromGlaxoSmithKline's Advair.
"Its respiratory franchise has considerable momentum at themoment and this agreement fills in the gaps in the portfolio,"he said.
FAMILY CONTROL
Almirall said the deal would boost its earnings immediatelyand shares in the Barcelona-based group, which was advised byRothschild, jumped 8 percent by 1045 GMT.
Some analysts expressed surprise at Almirall's decision,since respiratory accounts for 30 percent of its sales, ahead ofdermatology, its next largest franchise with 27 percent.
But it was always going to be difficult for it to competeagainst industry heavyweights in the respiratory field, giventhe need for large clinical trials and heavy marketing spend.
Instead, Almirall will now become a specialist company,focused on dermatology, and is likely to seek small acquisitionsand licensing deals to build up this remaining business,according to one person familiar with the firm's thinking.
Despite a wave of takeovers now sweeping the pharmaceuticalssector, Almirall is unlikely to become a takeover target anytime soon, since it is two-thirds owned by the Gallardo family,which is keen to retain control.
Analysts at Jefferies said AstraZeneca's decision to buy theentire respiratory franchise wiped out concerns about Almirall'sso-called LAMA/LABA lung drug combination in the United States,where regulators have asked for more clinical trial data.
AstraZeneca shares were 1 percent higher, outperforming a0.5 percent gain in the European drugs sector.
It positions AstraZeneca more strongly in a battle todevelop next-generation treatments for asthma and chronic lungdisease caused by smoking, where it is up against big-hittingrivals like GSK and Novartis.
AstraZeneca already raised its bet on respiratory medicinelast year by buying U.S.-based Pearl Therapeutics for up to$1.15 billion.
The two companies said a "significant" number of Almirallemployees would transfer to AstraZeneca.
AstraZeneca will report second-quarter results on Thursday,when it will seek to prove its financial resilience after itsdecision to reject Pfizer's takeover advances.
Pfizer on Tuesday left investors guessing whether it wouldrenew its pursuit of its British rival, as it presented results,but said it was still considering big deals. (Additional reporting by Anjuli Davies; Editing by Tom Pfeifferand Jane Merriman)
