GlaxoSmithKline (JOBS) and Archemix Corporation Form Strategic Alliance Worth $1.4 Billion to Develop Aptamers to Treat Inflammatory Diseases
Published: Dec 23, 2008
The alliance leverages Archemix’s unique expertise and intellectual property position in the discovery and development of aptamer therapeutics and provides GSK with an option to license product candidates directed at seven different aptamer targets with relevance in inflammatory disease.
Under the terms of the agreement, Archemix will receive $27.5 million in upfront payments from GSK, including a $6.5 million equity investment by GSK in the company. Archemix could also be eligible to receive up to $200 million in development, regulatory and sales milestone payments for each of the seven aptamer therapeutics which may be discovered and developed as part of the alliance. Archemix would also receive tiered royalties up to lower double digits on worldwide sales of products that may result from the alliance.
“We are very excited about this collaboration with GSK. GSK is an outstanding partner with leadership and expertise in inflammation, and we look forward to expanding our efforts in inflammation where aptamers could offer novel options to treat disease,” said Errol DeSouza, Ph.D., President and Chief Executive Officer of Archemix. “This is another step forward in our strategy to leverage our intellectual property estate together with our significant internal capabilities in order to develop aptamers for a variety of therapeutic areas with key partners who are experts in their field.”
Archemix will be responsible for the discovery and development of the aptamer therapeutics through completion of clinical proof of mechanism, unless GSK chooses to exercise its option earlier. After exercise of the option, GSK will have an exclusive license to drug product candidates developed under each programme by Archemix for the relevant aptamer target for further development and commercialisation on a worldwide basis. Archemix will have the right to further develop and commercialise any aptamer therapeutics which GSK chooses not to develop or commercialise.
"This innovative multi-target drug-discovery deal is an important extension of our externalisation strategy and provides GSK with an outstanding opportunity to work with the world leader in aptamer discovery and development," said Jose Carlos Gutierrez-Ramos, PhD., Senior Vice President and Head of the Immuno-Inflammation Centre of Excellence for Drug Discovery in GSK. "The application of aptamers with their unique properties is an exciting opportunity that holds enormous potential for the treatment of many devastating diseases of the immune system."
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Aptamers are synthetically-derived oligonucleotides, or short nucleic acid sequences, that bind to protein targets with high affinity and specificity and can be designed to have a specified duration of action. Aptamers represent an emerging class of potential therapeutic agents that Archemix believes may have broad application to treat a variety of human diseases.
Archemix - is a biotechnology company focused on discovering, developing and commercialising aptamer therapeutics. Using Archemix’s processes for discovering aptamers, which are protected by its broad patent portfolio, Archemix is developing aptamer product candidates for rare haematological diseases. In addition, Archemix has licensed its intellectual property to third parties to develop their own aptamer product candidates in other areas. Currently, Archemix’s licensees are evaluating five different aptamer product candidates in human clinical trials; two in Phase 2 and three in Phase 1. Archemix has additional partnerships with several pharmaceutical and biotechnology companies, including Merck Serono, Pfizer, Takeda, Eli Lilly and Isis Pharmaceuticals.
On November 18, 2008, Archemix announced that it had entered into a merger agreement with NitroMed, Inc., (NASDAQ: NTMD - News) pursuant to which Archemix has agreed to merge with NitroMed in an all-share transaction. The merger is subject to approval by Archemix's and NitroMed's shareholders, consummation of the sale of NitroMed's BiDil and BiDil XR drug business and other customary closing conditions. As a result of the $27.5 million in upfront payments received by Archemix from GSK, Archemix now estimates that cash and cash equivalents for the combined company at the closing of the merger will be approximately $78-88 million.
Important Additional Information Will Be Filed with the SEC
In connection with Archemix’s proposed merger with NitroMed, NitroMed has filed with the SEC a Registration Statement on Form S-4 containing a joint proxy statement/prospectus. Once the Form S-4 is declared effective by the SEC, the joint proxy statement/prospectus will be mailed to shareholders of NitroMed and Archemix. The joint proxy statement/prospectus will contain important information about NitroMed, Archemix, the transaction and related matters. In addition, NitroMed has filed with the SEC and mailed to its shareholders a definitive proxy statement in connection with the previously-announced proposed sale of its BiDil and BiDil XR drug business to JHP Pharmaceuticals, LLC. The definitive proxy statement contains important information about NitroMed, the proposed sale of the BiDil and BiDil XR drug business and related matters. Investors and security holders of Archemix and NitroMed are urged to read carefully both the joint proxy statement/prospectus relating to the merger, when it is available, and the definitive proxy statement relating to the proposed sale of the BiDil and BiDil XR drug business.
Investors and security holders of Archemix will be able to obtain free copies of the joint proxy statement/prospectus for the merger (when it is available) by contacting Archemix Corp., Attn: Secretary, 300 Third Street, Cambridge, MA 02142. In addition, investors and security holders of NitroMed will be able to obtain free copies of the definitive proxy statement for the proposed sale of the BiDil and BiDil XR drug business and the joint proxy statement/prospectus for the proposed merger (when it is available), and other documents filed with the SEC by NitroMed through the website maintained by the SEC at www.sec.gov and also by contacting NitroMed, Inc., Attn: Secretary, 45 Hayden Avenue, Suite 3000, Lexington, MA 02421.
Archemix and NitroMed, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement with NitroMed. In addition, NitroMed, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the purchase and sale agreement with JHP Pharmaceuticals relating to the sale of the BiDil and BiDil XR drug business. Information regarding NitroMed's directors and executive officers is contained in NitroMed's Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and its proxy statement dated April 16, 2008, which are filed with the SEC. As of November 30, 2008, NitroMed's directors and executive officers beneficially owned approximately 33% of NitroMed's common stock. In addition, information regarding Archemix's directors and officers and a more complete description of the interests of NitroMed's directors and officers will be available in the joint proxy statement/prospectus relating to the merger. A more complete description of the interests of NitroMed's directors and officers is also available in the definitive proxy statement relating to the sale of the BiDil and BiDil XR drug business.
Cautionary statement regarding forward-looking statements
Under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, GSK cautions investors that any forward-looking statements or projections made by GSK, including those made in this announcement, are subject to risks and uncertainties that may cause actual results to differ materially from those projected. Factors that may affect GSK' s operations are described under 'Risk Factors' in the 'Business Review' in the company' s Annual Report on Form 20-F for 2007.
For GSK: UK Media enquiries: Philip Thomson, (020) 8047 5502 or Alice Hunt, (020) 8047 5502 or Stephen Rea, (020) 8047 5502 or US Media enquiries: Nancy Pekarek, 919-483-2839 or Mary Anne Rhyne, 919-483-2839 or Sarah Alspach, 215-751 7709 or European Analyst/Investor enquiries: David Mawdsley, (020) 8047 5564 or Sally Ferguson, (020) 8047 5543 or Gary Davies, (020) 8047 5503 or US Analyst/ Investor enquiries: Tom Curry, 215-751-5419 or Jen Hill, 215-751-7002 or For Archemix: US Media enquiries: Yates Public Relations Kathryn Morris, 845-635-9828 or UK Media enquiries: Mike Sinclair, (020) 7084 5955