OTTAWA--(BUSINESS WIRE)--Dec. 10, 2003--Adherex Technologies Inc. (TSX:AHX), a biopharmaceutical company with a broad portfolio of products under development, today announced that it has signed a memorandum of agreement to acquire non-cancer related cadherin-based intellectual property from Cadherin Biomedical Inc. ("CBI"). The boards of both Adherex and CBI have approved the terms of the agreement. The closing will require CBI shareholder approval, an independent valuation and regulatory approval, as well as certain other conditions.
"We see this as a win for the shareholders of both companies," said Dr. William Peters, CEO and Vice-Chairman of Adherex. "While Adherex will continue to develop its cancer-focused platform, this agreement represents the potential to enhance the value of the technology for both companies. There is broad overlap in the development of these agents for cancer and non-cancer uses. With this agreement, we can explore the synergistic development of the agents and maximize the attractiveness of the total portfolio to future investors and industry partners."
Under the terms of the agreement, Adherex has agreed to pay CBI $1.0 million through the issuance of up to a maximum of 2.2 million common shares of Adherex, based on a 20-day weighted average trading price for such shares. CBI will also receive a 2% royalty on gross revenues received by Adherex for products developed and sold for non-cancer uses. The agreement provides that CBI will hold a special meeting of its shareholders in January 2004 to approve the recommendation of the board.
About Adherex Technologies
Adherex Technologies Inc. is a biopharmaceutical company with a broad portfolio of products under development. Four products are in clinical development including Exherin(TM), Adherex's lead cadherin antagonist compound and STS, a drug that protects against severe hearing loss that is often produced by platinum-based anticancer agents. Adherex's intellectual property position includes broad, interlocking protection for cadherin-mediated adhesion and represents what the Company believes to be the world's broadest portfolios of vascular targeting and cell adhesion-inhibiting agents. For more information, please visit Adherex's website at www.adherex.com.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Certain information contained in this news release is forward-looking and is subject to unknown risks and uncertainties. The actual results, performance or achievements of the company may differ materially from the results, performance or achievements of the Company expressed or implied by such forward-looking statements.
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