Heading for a merger

Update Pharma, Resolute Oncology ink binding term sheet

Kelsey Kaustinen
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RENO, Nev.—Update Pharma Inc., a clinical-stage small-molecule company specializing in the development of overlooked or underutilized cancer drugs, has announced the signing of a binding term sheet to merge with specialty pharmaceutical company Resolute Oncology Inc. (REON). Under the terms of the agreement, Update Pharma will merge with REON, and will hold 70-percent ownership of the combined entity. Update Pharma will appoint three members for the new entity's board of directors, and REON will appoint two members. Once due diligence has been completed and certain conditions are resolved, the two companies will establish a definitive agreement to consummate the merger.
The combined unit will do business under the name of Resolute Oncology Inc. and will consist of a proprietary drug development capability that will be initially focused on developing UPI-928, a lead compound for the treatment of acute myeloid leukemia, recurrent breast cancer and other indications, as well as a specialty oncology pharma company that sells products in the private oncology market in Europe. The combined entity will be commencing a named patient program for the lead compound.  
"Update and Resolute are a natural fit for each other," Dr. John Rothman, CEO of Update Pharma, said in a press release about the deal. "Resolute provides revenues, access to the European oncology community, the ability to execute a named patient program and other attributes that are useful to Update, and Update provides Resolute with a drug development capability that includes a proprietary agent in development that has demonstrated good tolerability and clinical activity in an extensive body of literature, and the ability for its clients to participate in the drug development process."  
UPI-928 was developed in the 1980s by Lederle Laboratories, undergoing dozens of Phase I, II and III clinical trials, and was approved for the treatment of acute myeloid leukemia in France in 1990. The compound had a safety database of over 2,000 treated patients and had demonstrated efficacy in leukemia, lymphoma, breast and ovarian cancers, but was never marketed.
"Since that time, it has been learned that UPI-928 is an unusual agent with many mechanisms of action, including direct cytotoxic actions, immunologic mechanisms and genomic effects. Immunologically, UPI-928 has been found to activate immune responses in a manner that can cure tumors in allogeneic transplant models. Further, it binds to DNA at a site that displaces telomerase binding proteins, which enables tumor cells to regain their mortality, become senescent and die of old age," Update Pharma notes on its website.  
Update Pharma has filed new intellectual property on this compound, and plans to accelerate the development process by way of existing regulatory mechanisms, based on the current and historical data.  
REON's pipeline, at present, contains three main product candidates: oxaliplatin, paclitaxel and ROI-1301. Oxaliplatin RTU, a nucleoside analogue, is a small-molecule, injectable chemotherapy agent for adjuvant treatment of colon cancer and advanced colorectal cancer. Paclitaxel RTU, an anti-mitotic, small-molecule chemotherapy agent, is indicated for standard-of-care treatment regimens for lung, breast and prostate cancers, among others. Both are ready-to-use liquid formulations, and are slated to be launched this year. ROI-1301 is a development-stage biologic product for the treatment of chemotherapy-induced neutropenia, a shortage of white blood cells, known as neutrophils, caused by chemotherapy's attack on dividing cells. Neutrophils are one of the types of white blood cells that help to fight infection, and facing a shortage of these cells, when already dealing with cancer and chemotherapy, is a serious concern for cancer patients. ROI-1301 is expected to launch in 2016.

Kelsey Kaustinen

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