UCB Group and Wilex AG to Enter into Strategic Alliance to Develop UCB's Preclinical Oncology Portfolio

Published: Jan 09, 2009

BRUSSELS, BELGIUM and MUNICH, GERMANY--(MARKET WIRE)--Jan 9, 2009 -- UCB Pharma S.A. (UCB) and WILEX AG, a company specialising in the development of drugs and diagnostic agents for cancer (WILEX), today announced that they have agreed to enter into a strategic partnership.

WILEX will acquire world-wide rights to develop UCB's entire preclinical oncology portfolio, comprising two small-molecule programmes and three antibody programmes.

UCB retains exclusive rights to re-purchase each of the five programmes, following completion of initial clinical feasibility studies for each programme, and assume the responsibility for further development and commercialization of each product. In this case, WILEX will receive development and commercialisation milestone payments and royalty payments from UCB.

Alternatively, in the event UCB does not exercise its re-purchase right for each programme, WILEX will retain rights to develop as well as commercialize each programme and UCB will receive milestone and royalty payments from WILEX.

As a strategic investor, UCB will invest EUR 10 million in WILEX upon closing and will also make milestone payments of EUR 10 million in total upon application of clinical Phase I trial and first dose in man, expected within approximately twelve months upon closing.

"WILEX is the ideal strategic partner for developing our promising preclinical oncology portfolio," said Dr Melanie Lee, Executive Vice-President UCB and President UCB NewMedicines. "This alliance will give UCB the opportunity to focus our R&D priorities in our core indication areas, central nervous system and immunology, as defined in UCB's SHAPE programme, while benefiting from WILEX's comprehensive oncology expertise, focus and know-how."

Professor Olaf G. Wilhelm, Chairman of the Executive Management Board of WILEX AG, commented, "The strategic alliance with UCB is an important step in WILEX's history. UCB's innovative preclinical oncology portfolio ideally supplements and expands our advanced clinical pipeline whilst providing access to UCB's broad antibody technology. We have gained in UCB, not only an important development partner, but also a strong strategic investor which will help to further the development of our company."

Under the agreement, UCB has granted the rights to the five preclinical oncology programmes to a new legal entity wholly owned by UCB. The new entity will be funded by UCB with EUR 10 million in cash and will be acquired by WILEX in consideration for 1 818 181 newly issued shares in WILEX from its authorised capital, subject to the exclusion of shareholders' subscription rights. This transaction will provide UCB with approximately 13% ownership of WILEX AG (WILEX total new share capital: 13 780 935 shares) at closing of the transaction.

The strategic alliance has been approved by both the UCB and WILEX boards. The relevant capital increase of WILEX AG is, however, subject to the approval of WILEX boards and will take effect at the time it is recorded in the Company's Commercial Register.

The parties agreed not to disclose further details of the transaction.

Invitation to conference call:

UCB and WILEX will hold a telephone conference at 15:00 CET for analysts and investors in English. The presentation for the conference call will be available on the Companies websites.

Dial-in number for the conference call: 15:00 CET: Germany: +49 (0) 69 22 22 32 62, PIN-Code: 500505 UK: +44 (0) 207 09 80 693, PIN-Code: 500505

Please dial in 10 minutes before the conference call.

Contact Contact UCB WILEX AG Allée de la Recherche 60 Grillparzerstr. 10 1070 Brussels, Belgium 81675 Munich, Germany

Antje Witte, Corporate Communications & IR Katja Arnold, IR & PR Tel.: +32.2.559.9414, Phone: +49 89-41 31 38-126 Antje.witte@ucb-group.com press@wilex.com investors@wilex.com Michael Tuck Sherman, Investor Relations Tel.: +32.2.559.9712, michael.tuck-sherman@ucb-group.com

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