Targets acquired

A look at some recent M&A and licensing deals in the pharma/biotech world

Jeffrey Bouley
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Acquisition is a big part of any business in so many different ways, whether acquiring permission to use intellectual property, gaining access to new markets, absorbing entire enterprises or more—and so we look at several different activities recently, from mergers and acquisitions (M&As) to licensing deals. Let's start with news that Santa Clara, Calif.-based Agilent Technologies Inc. has signed a definitive agreement to acquire privately owned ACEA Biosciences Inc., a developer of cutting-edge cell analysis instruments for life-sciences research and clinical diagnostics, for $250 million in cash.
“Expanding our cell analysis footprint is a key strategic growth initiative,” said Jacob Thaysen, president of Agilent’s Life Sciences and Applied Markets Group. “Innovative approaches to cell analysis are driving market demand and leading to a better understanding of diseases and the discovery of potential therapeutics.”
Since its inception in 2002, ACEA has launched two groundbreaking, highly differentiated platforms, Agilent says, and the company reportedly has been revolutionizing the field of flow cytometry with its high-performance, customizable line of NovoCyte benchtop flow cytometers. ACEA’s xCELLigence instruments, for example, enable label-free, real-time monitoring of cell growth, cell function, and cellular responses to a variety of treatments, providing scientists information-rich cellular assays. ACEA is headquartered in San Diego and has a large manufacturing and R&D footprint in Hangzhou, China.
“ACEA represents a unique opportunity for Agilent to expand its team and broaden its portfolio with highly complementary technology, increasing the relevance and impact we can have with our customers in the cell analysis space,” said Todd Christian, vice president and general manager of Agilent’s Cell Analysis Division. “We share the same passion around the need for and innovation of live-cell, kinetic and label-free approaches to cell analysis extending beyond traditional end-point measurements. Together, we will be able to offer a more comprehensive and compelling product portfolio to our collective customers.”
Supernus to acquire Biscayne Neurotherapeutics
ROCKVILLE, Md.—Mid-September saw Supernus Pharmaceuticals, a pharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases, announce that it had entered into an M&A agreement for Biscayne Neurotherapeutics, a privately held company developing a novel treatment for epilepsy.
Supernus will obtain worldwide rights (excluding certain markets in Asia where rights have been out-licensed) to Biscayne’s product candidate in Phase 1 clinical development, which has received an Orphan Drug designation from the U.S. Food and Drug Administration for the treatment of Dravet syndrome, a severe form of childhood epilepsy. Supernus will also obtain rights to all the product candidate’s underlying and related intellectual property (IP).
Transaction terms included an upfront payment of $15 million, payable by Supernus to the current Biscayne security holders, as well as $73 million contingent on achieving certain development milestones and up to $95 million contingent upon achieving certain sales milestones. Supernus will pay a low single-digit royalty on net sales to Biscayne and any applicable royalties to third parties for the use of in-licensed IP.
The development program, which will be referred to as SPN-817, will utilize a novel synthetic form of huperzine A, a potent acetyl cholinesterase inhibitor with pharmacological activities in CNS conditions such as epilepsy. Development of SPN-817 will initially focus on the drug’s anticonvulsant activity, which has been demonstrated in preclinical models for partial seizures and Dravet syndrome.
Dr. Stephen Collins, president and CEO of Biscayne, will be retained on a consulting basis to assist with the transition and potentially the future development of SPN-817. He said of the M&A deal that: “Supernus, with its strong presence in epilepsy and its proven technologies and research and development capabilities, represents an ideal partner for us. Huperzine A has a novel mechanism of action that represents a new approach for the treatment of epilepsy. We look forward to working with Supernus and progressing SPN-817 in the clinic, and eventually to its availability to patients.”
VistaGen acquires license for Phase 3-ready CNS drug candidate
SOUTH SAN FRANCISCO & MOUNTAIN VIEW, Calif.—VistaGen Therapeutics Inc., a clinical-stage biopharmaceutical company focused on developing new generation medicines for CNS diseases and disorders with high unmet need, and Pherin Pharmaceuticals Inc., a biopharmaceutical company focused on development of novel treatments for neuropsychiatric and neuroendocrine conditions, announced in September the signing of a license agreement granting VistaGen exclusive worldwide rights to develop and commercialize PH94B nasal spray, a Phase 3-ready drug candidate for as-needed (PRN) treatment of social anxiety disorder (SAD).
“SAD affects nearly 15 million Americans. Currently, there is no FDA-approved treatment that provides rapid-acting relief, and sedatives used off-label carry with them the risk of addiction and other significant side effects and safety concerns,” said Shawn Singh, CEO of VistaGen. “PH94B clinical data are compelling and support its potential to be a first-in-class, rapid-acting, self-administered, PRN treatment alternative—without sedation, risk of addiction or other safety concerns—for millions affected by SAD in the U.S. and other major markets. This transaction not only expands and diversifies our CNS pipeline to include SAD, but also firmly complements our patent-protected, neuropsychiatry focus on MDD with AV-101 in our ongoing Phase 2 ELEVATE Study.”
Biohaven acquires option to biologic agent for inflammatory and autoimmune diseases
NEW HAVEN, Conn.—Biohaven Pharmaceutical Holding Co. Ltd. recently noted that it had signed an exclusive worldwide option and license agreement with the University of Connecticut for the development and commercialization rights to UC1MT, a therapeutic antibody targeting extracellular metallothionein (MT). Extracellular MT has been implicated in the pathogenesis of autoimmune and inflammatory diseases. Under this agreement, Biohaven has the option to acquire an exclusive, worldwide license to UC1MT and its underlying patents to develop and commercialize throughout the world in all human indications.
The antibody was discovered in the laboratory of Prof. Michael Lynes, head of the Department of Molecular and Cell Biology at the University of Connecticut Storrs and a world leader in the study of metallothioneins and their role in disease. Biohaven and the University of Connecticut also signed a sponsored research collaboration agreement to support the ongoing exploration of the role of MT in human disease.
MTs are a family of low molecular weight, cysteine-rich, metal-binding proteins that have a wide range of functions in cellular homeostasis and immunity. MT has traditionally been considered to be an intracellular protein that can be found in both the cytoplasm and nucleus. However, it also can be found in extracellular spaces, particularly in disease states involving chronic cellular stress where intracellular MT production is upregulated by inflammatory cytokines, and extracellular MT acts as a danger signal, attracting leukocytes and modulating the immune response. In preclinical studies, UC1MT has been observed to block this extracellular pool of MT and the resulting MT-mediated inflammation and immunomodulation.

Jeffrey Bouley

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