Welcome to your Monday Biotech Deal Review for December 10, 2012. This week saw significant activity in the commercial and licensing agreements arena, as well as a couple M&Eh transactions. Of particular note is Valeant’s commercial resolution of their ongoing issues with Gladerma SA stemming from Valeant’s recent purchase of Medicis. On the M&A side of things, Biosign has purchased their exclusive distributor Bioanalytics Inc. hot on the heels of closing their recent private placement, which closed the previous week. See the rest of a relatively busy past week’s major biotech deals by clicking through!
Biosign Technologies Inc. (TSXV: BIO) has announced that it has entered into an agreement to purchase substantially all of the assets of Bioanalytics Inc, one of its exclusive distributors, for $300,000. The purchase price of $300,000 will be satisfied by the issuance of a convertible debenture, convertible into 2,500,000 common shares of Biosign at a per-share price of $0.12, at any time within 36 months of the issuance of the debenture at the option of the holder. The company will also issue 1,000,000 share purchase warrants exercisable for the purchase of common shares of Biosign at $0.10/share.
YM BioSciences Inc. (NYSE Amex: YMI; TSX: YM) has reported that CIMYM BioSciences Inc. has sold its assets relating to nimotuzumab to InnoKeys PTE Ltd., a company based in Singapore, for undisclosed consideration including an immediate US$2 million payment. CIMYM was a joint venture subsidiary 80% owned by YM BioSciences and 20% owned by CIMAB S.A. (representing Centro de Inmunología Molecular, Cuba). CIMAB S.A. has reported it has partnered with InnoKeys and they have incorporated a joint venture called InnoMab PTE Ltd, which is now the owner of the assets related to nimotuzumab.
Innovotech Inc. (TSXV: IOT) has announced that they intend to complete an offering in order to capitalize on the introduction of its novel antimicrobial technology to address hospital-acquired infections (HAI). The offering, subject to regulatory approval, is comprised of up to 1,666,667 units at a price of $0.30 per unit for gross proceeds of up to $500,000 by way of a private placement. Each unit is comprised of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.40 per common share for a period of three years following the date of closing.
Thallion Pharmaceuticals Inc. (TSX:TLN) has announced that it has obtained conditional approval to list its common shares on the TSX Venture Exchange and expects that it will satisfy the remaining conditions for TSX-V listing approval. Concurrently, Thallion has applied for a voluntary delisting of its common shares from the Toronto Stock Exchange. The delisting from the TSX is expected to become effective on or around December 21, 2012.
Medifocus Inc. (TSX-V:MFS) has announced that, subject to regulatory approval, a non-brokered private placement of up to 6,666,666 units at a price of $0.15 per unit for anticipated gross proceeds of up to $1,000,000 (the Offering). Each unit is comprised of one common share and one series D common share purchase warrant. Each series D common share purchase warrant will entitle the holder to purchase one additional common share at a price of $0.20 for a period of 24 months following the completion of the offering.
Akela Pharma, Inc. (TSX:AKL) advises that it has applied for the voluntary delisting of its securities from the TSX. Subject to confirmation from the TSX, it is expected that securities in Akela Pharma, Inc. will be delisted from TSX at the close of market on December 7, 2012. The decision to delist has been made to due Akela Pharma, Inc.’s inability to maintain the continuous listing requirements of the TSX. The securities will not be actively listed on a market.
Licensing, Commercial & Other Agreements
Valeant Pharmaceuticals International, Inc. (NYSE: VRX, TSX: VRX) has announced that the company has reached agreement on terms of a revised North American aesthetics arrangement with Galderma S.A. Under the terms of the revised agreement, Galderma will continue to supply Restylane® and Perlane® to Valeant, under the terms and conditions Galderma currently supplies those products to of Medicis Pharmaceutical Corporation (NYSE: MRX). In addition, Valeant will make an upfront payment and a royalty to Galderma on sales of Sculptra®. Among other things, the agreement provides for resolution of all claims asserted in Galderma’s pending litigation relating to Valeant’s acquisition of Medicis. In addition, Valeant will obtain North American rights to Emervel®.
Critical Outcome Technologies Inc.(TSXV:COT) has announced that it has entered into a drug discovery agreement with a multinational pharmaceutical company whereby COTI will use its proprietary artificial intelligence drug discovery system, CHEMSAS®, to identify and optimize a number of small molecules against a target of commercial interest to the pharmaceutical company. Under the terms of the agreement, COTI will be responsible for the discovery, profiling and optimization of targeted drug candidates in a two step approach. COTI will identify and deliver an initial set of compounds discovered using CHEMSAS®. The pharmaceutical company will then evaluate these compounds and provide COTI with the results of their analysis. Based upon this feedback, COTI will further optimize the compounds. The pharmaceutical company will test and evaluate the final optimized compounds and during an option period, decide the suitability of the molecules as leads for the proposed cellular target and conclude a license. If a licensing agreement is not reached, COTI will retain all intellectual property rights to the data and compounds and will be able to engage other interested parties for this program.
ProMetic Life Sciences Inc. (TSX:PLI) has announced the achievement of the first milestone related to the advancement of a plasma-derived biopharmaceutical product targeting a rare medical condition in partnership with Hematech Biotherapeutics Inc. The $1.0 million milestone payment is part of an overall $10 million drug licensing and development agreement concluded with Hematech in May, 2012, of which $1.0 million was already paid to ProMetic as an upfront fee. The agreement calls for additional milestone payments totaling $8.0 million, of which $4 million are expected to be achieved over the course of the next 12 to 15 months. Following the completion of clinical trials and regulatory approval, the orphan drug will be commercialized jointly by ProMetic and Hematech on a global basis (excluding China), with both parties sharing profits equally.
biOasis Technologies Inc. (TSX-V:BTI) has announced that it has entered into a research collaboration agreement with Brussels, Belgium-based UCB (EBR: UCB), to evaluate biOasis’s Transcend technology in the area of the delivery of therapeutic compounds to the brain. In connection with this agreement, biOasis will conduct certain experiments to provide UCB with confirmation of the Transcend technology as it relates to the delivery of therapeutic compounds owned by UCB to the CNS.
Novartis Pharmaceuticals Canada Inc. has become the latest pharmaceutical company to partner in the innovative Explore program of the CQDM, with an investment of $300,000. Novartis is a significant contributor to Research & Development (R&D) in Quebec and has invested approximately 30% of its total sales in the province over the last 5 years. The Explore program is an initiative launched in 2010 by the CQDM as way of funding unconventional and highly innovative research projects that could impact the drug discovery process. Projects funded by this program must have the potential for a breakthrough discovery that could lead to an important change in the current paradigm or conventional wisdom.