, April 4, 2012
/PRNewswire/ - Angiotech Pharmaceuticals, Inc.
("Angiotech") announced today that it had concluded the sale of certain
Quill intellectual property to Ethicon, Inc. ("Ethicon"), a unit of
Johnson & Johnson, Inc., and its affiliates. Under the terms of the
transaction, Angiotech will retain worldwide rights to manufacture,
market and sell Quill wound closure products.
In addition, Ethicon and Angiotech entered into a Manufacturing and
Supply Agreement, pursuant to which Angiotech will exclusively
manufacture knotless wound closure products that utilize the Quill
technology for Ethicon for an undisclosed term.
"We are pleased after many years of investment and effort by all parts
of our organization that the potential of our proprietary Quill
technology has been validated by one of the industry's most important
companies," said Thomas Bailey, President and CEO of Angiotech. "The
opportunity to realize value for Quill through the sale of intellectual
property to Ethicon and through our manufacturing relationship, while
maintaining our own wholly independent opportunity to market and sell
Quill profitably, presents a unique proposition for Angiotech, and
builds on our history of providing key technology to partners
simultaneous with our own continued direct participation in markets."
"In addition, the payments and potential payments received from Ethicon
will enable Angiotech to build upon our recent positive operational and
financial momentum by further reducing our net debt and enhancing our
operating flexibility, liquidity and capital resources," said Mr.
Angiotech will host a conference call discussing its fourth quarter
financial results on Tuesday April 10, 2012 at 10:00 AM ET (7:00 AM
PT), and will provide further details regarding the transaction at that
time. Details regarding the conference call can be found on Angiotech's
website at www.angiotech.com.
Certain of the key terms of the transaction are as follows:
Ethicon will acquire certain intellectual property owned by Angiotech
relating to Quill.
Ethicon will make an initial payment of $20 million to Angiotech in
respect of the acquisition of intellectual property.
Angiotech may earn up to an additional $42 million in contingent cash
consideration from Ethicon, portions of which are to be paid upon (i)
the transfer to Ethicon of certain know-how and (ii) upon achievement
of certain product development and launch milestones.
Angiotech will be the exclusive manufacturer of knotless wound closure
products that utilize the Quill technology for Ethicon for an
A worldwide, royalty free license to all Quill intellectual property
sold to Ethicon will be granted to Angiotech, thereby allowing
Angiotech to continue to manufacture, market and sell Quill in any
manner or market Angiotech wishes to do so.
Forward Looking Statements
Statements contained in this press release that are not based on
historical fact, including without limitation statements containing the
words "believes," "may," "plans," "will," "estimates," "continues,"
"anticipates," "intends," "expects" and similar expressions, constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and constitute
"forward-looking information" within the meaning of applicable
securities laws. All such statements are made pursuant to the "safe
harbor" provisions of applicable securities legislation.
Forward-looking statements may involve, but are not limited to,
comments with respect to our objectives and priorities in 2012 and
beyond, our strategies or future actions, our targets, expectations for
our financial condition and the results of, or outlook for, our
operations, research and development and product development. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
events or developments to be materially different from any future
results, events or developments expressed or implied by such
forward-looking statements. Many such known risks, uncertainties and
other factors are taken into account as part of our assumptions
underlying these forward-looking statements and include, among others,
the following: general economic and business conditions in the United
States and the other regions in which we operate; market demand;
technological changes that could impact our existing products or our
ability to develop and commercialize future products; competition;
governmental legislation and regulations and changes in, or the failure
to comply with, governmental legislation and regulations; availability
of financial reimbursement coverage from governmental and third-party
payers for products and related treatments; adverse results or
unexpected delays in pre-clinical and clinical product development
processes; adverse findings related to the safety and/or efficacy of
our products or products sold by our partners; decisions, and the
timing of decisions, made by health regulatory agencies regarding
approval of our technology and products; the requirement for
substantial funding to conduct research and development, to expand
manufacturing and commercialization activities; and any other factors
that may affect our performance. In addition, our business is subject
to certain operating risks that may cause any results expressed or
implied by the forward-looking statements in this press release to
differ materially from our actual results. These operating risks
include: our ability to attract and retain qualified personnel; our
ability to successfully complete pre-clinical and clinical development
of our products; changes in our business strategy or development plans;
our failure to obtain patent protection for discoveries; loss of patent
protection resulting from third-party challenges to our patents;
commercialization limitations imposed by patents owned or controlled by
third parties; our ability to obtain rights to technology from
licensors; liability for patent claims and other claims asserted
against us; our ability to obtain and enforce timely patent and other
intellectual property protection for our technology and products; the
ability to enter into, and to maintain, corporate alliances relating to
the development and commercialization of our technology and products;
market acceptance of our technology and products; our ability to
successfully manufacture, market and sell our products; the
availability of capital to finance our activities; our ability to
service our debt obligations; and any other factors referenced in our
other filings with the SEC. For a more thorough discussion of the risks
associated with our business, see the "Risk Factors" section in our
annual report for the year ended December 31, 2011 filed with the SEC
on March 29, 2012 on Form 10K.
Given these uncertainties, assumptions and risk factors, investors are
cautioned not to place undue reliance on such forward-looking
statements. Except as required by law, we disclaim any obligation to
update any such factors or to publicly announce the result of any
revisions to any of the forward-looking statements contained in this
press release to reflect future results, events or developments.
©2012 Angiotech Pharmaceuticals, Inc. All Rights Reserved.
Angiotech develops, manufactures and markets medical device products and
technologies, primarily within the areas of interventional oncology,
wound closure and ophthalmology.Our strategy is to utilize our precision manufacturing capabilities and
our highly targeted sales and marketing capabilities to offer novel or
differentiated medical device products to patients, physicians and
other medical device manufacturers or distributors. For additional
information about Angiotech, please visit our website at www.angiotech.com.
SOURCE Angiotech Pharmaceuticals, Inc.