LYON, France—Sanofi Pasteur, the vaccines division of thesanofi-aventis Group, announced recently that it has signed a binding agreementfor the acquisition of VaxDesign Corp., a privately held U.S. biotechnologycompany based in Orlando, Fla., that develops, manufactures and markets invitro models of the human immune system.
Under the terms of the agreement, Sanofi Pasteur will makean upfront payment of $55 million upon closing of the transaction and anadditional $5 million upon realization of a certain development step that thecompanies have not publicly disclosed. The closing of the transaction isexpected to occur by the end of 2010.
What drew Sanofi Pasteur to VaxDesign is the U.S. company'sModular IMmune In-vitro Construct (MIMIC) technology, which according to Dr.William Warren, VaxDesign's president and CEO, "melds immunology withengineering to find solutions to complex biological problems."
The system is designed to capture genetic and environmentaldiversity and—based on data generated in a surrogate human immunesystem—provide earlier selection of the optimal product candidate, as opposedto relying on animal models before studies in human clinical trials.
Dr. Michel DeWilde, senior vice president of research anddevelopment for Sanofi Pasteur, notes that MIMIC will be relevant in theassessment of the value of Sanofi Pasteur's vaccine candidates, providing "akey filter in the preclinical stage for a 'go/no-go' decision-making processbefore Phase I human clinical trials."
The relationship of the two companies goes back to around2005, when Sanofi Pasteur first approached VaxDesign with an interest inputting its technology to work.
"They came to us and let us know what they wanted and whattheir needs were, and when they came back in 2008, we had everything that theyhad addressed with us before," Warren tells ddn. "We have a good relationship already and a history of working welltogether. The difference now is that our customer has become our boss. Butwe've always considered our clients to be our bosses, so this is just a moreofficial expression of that, and it's a natural progression."
For his part, DeWilde expressed in an interview with ddn that Sanofi Pasteur has great confidence in theMIMIC technology because after seeing the potential of the technology early on,they also got the proof of it in more recent months.
"We gave them different sets of vaccine for a givenpathogen—different targets and different formulations—to make sure it predictedthings well and that they could reproduce what we had seen in the clinic,"DeWilde notes. "In fact, we gave them some that we knew would not work in theclinic to see if they could successfully rule those out with MIMIC."
MIMIC not only successfully reproduced Sanofi Pasteur's ownclinical data, DeWilde says, but it is adaptable for the evaluation of multiplediseases and corresponding patient populations.
"With this novel model for understanding mechanisms ofaction, the probability of clinical success increases and the time to marketshould decrease. This platform will provide a significant competitive advantagein the development of vaccines," DeWilde says.
Warren says he looks forward to being partnered with a largecompany like Sanofi Pasteur because "it will allow us to move the technologyforward in a far more effective manner," he says, and "enables us to leave animprint on public health through concrete applications of the immune system ina test tube."
Looking toward the future of the technology and making iteven more useful, DeWilde says that expanding MIMIC's capability to replicatethe newborn immune system is next on the list most likely, followed byreplicating the geriatric immune system.
DeWilde says that Sanofi Pasteur plans to maintain theVaxDesign site and its employee base, to be very careful to maintain theculture of the company and its creativity and productivity.
It's a transition that Warren is very confident will gowell.
"We had to have shareholder approval for this, and veryrarely do you get 100 percent approval," he notes. "We did have 100 percent ofour shareholders vote for this acquisition, and that says a lot, since there isan employee stock option plan as well. Everyone is excited about this, and Isuspect we'll be in sync from day one after the acquisition is finalized."
