Press Release | Advent Life Sciences

Apr 26

Jazz Pharmaceuticals to Acquire EUSA Pharma

By Site Content Team Press Release

Press Release.

Terms include $650 million in cash plus a potential $50 million milestone payment
Transaction would be immediately accretive to Jazz Pharmaceuticals’ adjusted EPS
Transaction would add significant U.S. marketed product, Erwinaze™ (asparaginase Erwinia chrysanthemi), a life-saving treatment for a form of leukemia that primarily affects children
Combined company to market diversified product portfolio in U.S. and Europe
Investor conference call to be held on, April 26 at 5:00 PM EDT

DUBLIN and LANGHORNE, PA, April 26, 2012 /PRNewswire/ — Jazz Pharmaceuticals plc (Nasdaq: JAZZ) and EUSA Pharma Inc. today announced that the companies have signed a definitive agreement under which Jazz Pharmaceuticals has agreed to acquire EUSA Pharma, a privately-held, specialty pharmaceutical company with headquarters in the United States and United Kingdom, for $650 million in cash1 and a potential $50 million milestone payable in cash based upon its lead product, Erwinaze™ (asparaginase Erwinia chrysanthemi), achieving a specified U.S. net sales target in 2013.

The transaction would provide Jazz Pharmaceuticals with an expanded portfolio of specialty pharmaceutical products and an enhanced commercial platform, incorporating EUSA Pharma’s specialty commercial infrastructure in the United States and Europe and its international distribution network. The combined organization’s portfolio would have products marketed in the U.S. and Europe, including Erwinaze, a life-saving treatment for patients with acute lymphoblastic leukemia (ALL). The transaction is expected to be immediately accretive to Jazz Pharmaceuticals’ adjusted earnings per share upon closing in 2012 and in 2013 is expected to provide additional revenue of $210 to $230 million, additional adjusted EBITDA of $75 to $85 million, and an additional $0.75 to $0.85 in adjusted earnings per share.

“EUSA Pharma is a compelling strategic fit with our specialty focus and commercial expertise, and furthers our mission to improve patients’ lives by delivering therapies that address serious unmet medical needs,”

said Bruce C. Cozadd, chairman and chief executive officer of Jazz Pharmaceuticals.

“This transaction would expand our global footprint and marketed product portfolio to include Erwinaze, a treatment for a life-threatening form of leukemia, as well as other highly specialized products. Our organizations are highly complementary, and we look forward to working with our new colleagues to build an even stronger rapidly-growing company.”

“The combination of Jazz Pharmaceuticals and EUSA Pharma would bring together two highly successful businesses, with teams who are passionate about providing patients with access to vital specialty therapies,”

said Bryan Morton, founder, president and chief executive officer of EUSA Pharma.

“There is a strong fit between our two companies’ products, people and values, and the combination would represent a positive transaction for the patients we serve, our collective employees and our shareholders. As a larger and stronger combined organization, we would have greater resources to continue our growth toward becoming a leader in the specialty pharmaceutical sector, bringing our medicines to patients worldwide.”

EUSA Pharma is a specialty pharmaceutical company founded in 2006, with a portfolio of 10 oncology, critical-care and oncology supportive care products currently marketed directly in the U.S. and Europe and via distributors in other countries. The company’s first quarter 2012 net sales were approximately $46 million. Its largest product is Erwinaze, developed as a treatment option for patients with ALL who are hypersensitive to E. coli-derived asparaginase. Approximately 3,600 people younger than 20 years are diagnosed with ALL each year, with a peak incidence between ages 2-5 in the United States.2,3 Erwinaze was approved by the U.S. Food and Drug Administration in November 2011, and has orphan drug exclusivity through November 2018 and biologic data exclusivity through 2023. In addition, it is currently approved in seven countries outside the U.S., where it is marketed by EUSA Pharma under the trade name Erwinase®.

In addition to ongoing development to expand the available methods of Erwinaze administration to include IV delivery, EUSA Pharma’s pipeline includes two additional drug candidates: Asparec®, a pegylated recombinant Erwinia asparaginase currently in phase I development in Europe for the treatment of ALL in patients with hypersensitivity to standard-of-care E. coli-derived asparaginase therapy; and Leukotac® (inolimomab), an anti-CD25 monoclonal antibody in a phase III pivotal study in Europe for treatment of steroid-refractory acute graft versus host disease.

EUSA Pharma’s other products in the U.S. are Caphosol® (supersaturated calcium phosphate rinse), ProstaScint® (capromab pendetide) and Quadramet® (Samarium Sm 153 Lexidronam Injection). Outside the U.S., EUSA Pharma’s principal products are Caphosol®, Collatamp® (lyophilized collagen implant impregnated with the aminoglycoside antibiotic gentamicin), Fomepizole® (fomepizole), Kidrolase® (Escherichia coli L-asparaginase), and Xenazine® (tetrabenazine).

EUSA Pharma has approximately 180 employees, with operations in the U.S. (Langhorne, PA) and Europe (including offices in Oxford, UK and Lyon, France). EUSA Pharma’s Founder, President and Chief Executive Officer, Bryan Morton, would remain with the organization with responsibility for the new international operations.

Transaction Close and Financing

The proposed acquisition, which has been approved by the boards of directors of both companies and the stockholders of EUSA Pharma, is subject to the satisfaction of customary closing conditions and regulatory approvals, including antitrust approval in the U.S. The proposed acquisition is not subject to approval by the shareholders of Jazz Pharmaceuticals. The closing of the transaction is anticipated to occur in June 2012.

Jazz Pharmaceuticals expects to finance the transaction with a combination of cash on hand and proceeds from a new $500 million term loan for which Barclays Bank PLC has provided a binding commitment letter. The commitment letter also provides for an additional $100 million revolving credit facility. The commitment to provide the term loan and revolving credit facility is subject to the satisfaction of customary conditions.

Advisors
Jazz Pharmaceuticals’ financial advisor for the transaction is Barclays, and its primary legal advisors are Cooley LLP, Baker & McKenzie and A&L Goodbody (Dublin).

EUSA Pharma’s financial advisor for the transaction is Morgan Stanley, and its primary legal advisor is K&L Gates. EUSA Pharma’s stockholders include Essex Woodlands, 3i, Advent Venture Partners, SV Life Sciences, TVM Capital, NeoMed and NovaQuest.

Conference Call Information
Jazz Pharmaceuticals will host a conference call and live audio webcast today at 5:00 pm EDT/10:00 pm IST to discuss this transaction and comment on Xyrem® (sodium oxybate) first quarter performance. The live webcast may be accessed from the Investors section of the company’s website at www.jazzpharmaceuticals.com. Please connect to the website prior to the start of the conference call to ensure adequate time for any software downloads that may be necessary. Investors may participate in the conference call by dialing 877-210-9834 in the U.S., or 779-232-1729 outside the U.S., and entering passcode 75780843.

About Jazz Pharmaceuticals
Jazz Pharmaceuticals plc is a specialty biopharmaceutical company focused on improving patients’ lives by identifying, developing and commercializing products that address unmet medical needs. The company has a diverse portfolio of products in the areas of narcolepsy, pain, psychiatry and women’s health. The company’s marketed products in these areas include: Xyrem® (sodium oxybate), Prialt® (ziconotide intrathecal infusion), FazaClo® (clozapine USP) HD and LD, Luvox CR® (fluvoxamine maleate) and Elestrin® (estradiol gel 0.06%).

About EUSA Pharma
EUSA Pharma is a transatlantic specialty pharmaceutical company focused on oncology, oncology supportive care and critical care products. The company has an established commercial infrastructure in the U.S., a pan-European presence and a wider distribution network in numerous additional territories. EUSA Pharma currently has a portfolio of specialist hospital products which are sold in over 80 countries globally. These include Erwinase/Erwinaze and Kidrolase® for the treatment of ALL, Caphosol® for the treatment of oral mucositis, a common and debilitating side-effect of radiation therapy and high dose chemotherapy, Collatamp®, a surgical implant impregnated with the antibiotic gentamicin, ProstaScint® for imaging the extent and spread of prostate cancer and Quadramet® for the treatment of pain in patients whose cancer has spread to the bones. EUSA Pharma also has several product candidates in development.

About Erwinaze
Erwinaze is an asparaginase enzyme that depletes the level of asparagine in the bloodstream. Asparagine is essential for cell growth, and its removal from the blood inhibits the growth of cells associated with acute lymphoblastic leukemia. Asparaginase products are derived from bacteria, and approximately 15 – 20% of patients develop hypersensitivity to modern products derived from Escherichia coli, preventing their continued treatment.4,5,6 Erwinaze, which is produced by Erwinia chrysanthemi, is immunologically distinct from these therapies and is suitable for patients with hypersensitivity to E. coli-derived treatments. Erwinaze was originally discovered by the UK Health Protection Agency. The U.S. FDA approved Erwinaze in November 2011.

Indication and Usage: Erwinaze is indicated as a component of a multi-agent chemotherapeutic regimen for the treatment of patients with acute lymphoblastic leukemia (ALL) who have developed hypersensitivity to E. coli-derived asparaginase.

Important Safety Information

Contraindications: History of serious hypersensitivity reactions to Erwinaze, including anaphylaxis or history of serious pancreatitis, serious thrombosis or serious hemorrhagic events with prior L-asparaginase therapy.
Warnings and Precautions: Discontinue Erwinaze if serious hypersensitivity reactions, including anaphylaxis or severe or hemorrhagic pancreatitis occur. Warnings include: monitor glucose (intolerance may not be reversible; insulin may be needed for hyperglycemia); thrombosis and hemorrhage: discontinue until resolved. Do not use in lactating women and use in pregnant women only if clearly needed.

Common Adverse Reactions ≥ 1%: Serious hypersensitivity including anaphylaxis, pancreatitis, and abnormal transaminases, coagulation abnormalities (thrombosis, hemorrhage), nausea, vomiting, and hyperglycemia.

Please see full prescribing information available at www.erwinaze.com.

Non-GAAP Financial Measures
In this press release, Jazz Pharmaceuticals uses the non-GAAP measures adjusted EBITDA and adjusted earnings per share. Jazz Pharmaceuticals believes these non-GAAP financial measures are helpful in understanding its past financial performance and its potential future results. They are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read in conjunction with the consolidated financial statements prepared in accordance with GAAP. Jazz Pharmaceuticals’ management regularly uses these supplemental non-GAAP financial measures internally to understand, manage and evaluate its business and make operating decisions. Compensation of Jazz Pharmaceuticals’ employees is based in part on the performance of its business based on these non-GAAP measures. In addition, Jazz Pharmaceuticals believes that the use of these non-GAAP measures enhances the ability of investors to compare its results from period to period. Investors should note that adjusted EBIDTA and adjusted earnings per share, as used by Jazz Pharmaceuticals, may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by Jazz Pharmaceuticals’ competitors and other companies.

This press release contains forward-looking estimates of adjusted EBITDA and adjusted earnings per share contributions resulting from the proposed business combination. As used in this press release, with respect to estimated adjusted earnings per share contribution resulting from the proposed business combination, adjusted earnings per share excludes from GAAP net income per diluted share: stock-based compensation, amortization of intangible assets, transaction and integration costs and inventory purchase price adjustments associated with the proposed business combination between Jazz Pharmaceuticals plc and EUSA Pharma, and non-cash interest expense associated with a debt discount and debt issuance costs. With respect to estimated adjusted EBITDA contribution resulting from the proposed business combination, Jazz Pharmaceuticals defines adjusted EBITDA as GAAP net income before interest, income taxes, depreciation and amortization, excluding stock-based compensation, transaction and integration costs and inventory purchase price adjustments associated with the proposed business combination between Jazz Pharmaceuticals and EUSA Pharma. Reconciliations of estimated adjusted EBITDA and adjusted earnings per share contributions to GAAP net income is not provided because GAAP net income generated by the EUSA Pharma operations for the applicable future period is not accessible or estimable at this time. In this regard, Jazz Pharmaceuticals has not yet completed the necessary valuation of the various assets to be acquired in the proposed acquisition, for accounting purposes, or an allocation of the purchase price among the various types of assets. In addition, the final interest and debt expense associated with the transactions contemplated by the commitment letter have not been finalized and are therefore unavailable. Accordingly, the amount of depreciation and amortization and interest and debt expense that will be included in the additional GAAP net income assuming the proposed acquisition is consummated is not accessible or estimable at this time, and is therefore not available without unreasonable effort. The amount of such additional resulting depreciation and amortization and applicable interest and debt expense could be significant, such that actual GAAP net income would vary substantially from the estimated adjusted EBITDA and estimated adjusted EPS contributions included in this presentation.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements, including, but not limited to, statements related to the anticipated consummation of the acquisition of EUSA Pharma and the timing and benefits thereof, the expected financing for the acquisition, the combined company’s, and each respective company’s plans, objectives, expectations (financial or otherwise) and intentions, future financial results and growth potential, anticipated product portfolio and pipeline opportunities, future regulatory matters, and other statements that are not historical facts. These forward-looking statements are based on Jazz Pharmaceuticals’ current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to Jazz Pharmaceuticals’ ability to complete the acquisition on the proposed terms and schedule, including risks and uncertainties related to the satisfaction of closing conditions and the availability and terms of the financing for the acquisition; risks associated with business combination transactions, such as the risk that acquired businesses will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; risks related to future opportunities and plans for the combined company, including uncertainty of the expected financial performance and results of the combined company following completion of the proposed acquisition; disruption from the proposed acquisition, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the calculations of, and factors that may impact the calculations of, the purchase price in connection with the proposed acquisition and the allocation of such purchase price to the net assets acquired in accordance with applicable accounting rules and methodologies and the possibility that if Jazz Pharmaceuticals does not achieve the perceived benefits of the previously completed Azur Pharma merger and/or the proposed acquisition of EUSA Pharma as rapidly or to the extent anticipated by financial analysts or investors, the market price of Jazz Pharmaceuticals’ ordinary shares could decline; as well as other risks related Jazz Pharmaceuticals’ business, including dependence on sales of Xyrem® and the ability to increase sales of Jazz Pharmaceuticals’ products; competition, including potential generic competition; dependence on single source suppliers and manufacturers; the ability of Jazz Pharmaceuticals to protect its intellectual property and defend its patents; regulatory obligations and oversight; cash flow; and those other risks detailed from time to time under the caption “Risk Factors” and elsewhere in Jazz Pharmaceuticals plc’s SEC filings and reports (Commission File No. 001-33500), including in the Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on behalf of, and as successor to, Jazz Pharmaceuticals, Inc. Jazz Pharmaceuticals undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events or changes in its expectations.

References
1. Subject to working capital adjustments
2. SEER Stat Fact Sheets: Acute Lymphocytic Leukemia. Available Online. Information: It is estimated that 6,050 men and women (3,450 men and 2,600 women) will be diagnosed with and 1,440 men and women will die of acute lymphocytic leukemia in 2012. From 2005-2009, the median age at diagnosis for acute lymphocytic leukemia was 14 years of age. Approximately 59.8% were diagnosed under age 20
3. Swensen AR, Ross JA, Severson RK, Pollock BH, Robison LL. The age peak in childhood acute lymphoblastic leukemia: exploring the potential relationship with socioeconomic status. Cancer. 1997 May 15;79(10):2045-51. [http://www.ncbi.nlm.nih.gov/pubmed/9149034]
4. Woo MH, Hak LJ, Storm MC et al. Hypersensitivity or development of antibodies to asparaginase does not impact treatment outcome of childhood acute lymphoblastic leukemia. J Clin Oncol 2000;18:1525–1532
5. Vrooman LM, Supko JG, Neuberg DS et al. Erwinia asparaginase after allergy to E. coli asparaginase in children with acute lymphoblastic leukemia. Pediatr Blood Cancer 2010;54:199–205
6. Wang B, Relling MV, Storm MC et al. Evaluation of immunologic crossreaction of antiasparaginase antibodies in acute lymphoblastic leukemia (ALL) and lymphoma patients. Leukemia 2003;17:1583–1588

Contact
Ami Knoefler
Executive Director, Investor Relations & Corporate Communications
Jazz Pharmaceuticals plc

International: + 353 1 638 1032
U.S.: + 1 650 496 2947
Email: ami.knoefler@jazzpharma.com

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Apr 04

Love0

CN Creative appoints Chief Financial Officer

By Site Content Team CN Creative, Press Release

Press Release.

MANCHESTER, UK, April 4, 2012 – CN Creative, Ltd. (CNC), a healthcare company providing innovative and sustainable solutions to reduce smoking and smoking-related illnesses, today announced that Tim Byrne has been appointed Chief Financial Officer.

Mr. Byrne, who is a Fellow of the Institute of Chartered Accountants, is an accomplished financial executive whose experience ranges from start-up ventures to international publicly listed companies. Most recently, he was a Founding Partner of The Management Alliance, which provides strategic and financial consulting and management services. Previously, Mr. Byrne was CEO and CFO of Airtours plc, a FTSE 250 listed company with diversified global operations and an annual turnover of £5.2 billion.

CN Creative markets a portfolio of products and services for smoking cessation and harm reduction. The company’s Nicadex™ electronic inhaler nicotine replacement therapy (NRT) is to commence clinical trials shortly and the company intends to submit a Marketing Authorisation Application to the UK Medicines and Healthcare products Regulatory Agency (MHRA) later this year. Regulatory submissions in other European territories and the US will follow.

“Tim’s extensive experience in growing global firms is proving invaluable, and we are delighted to have him as part of CNC’s management team,”

said David Newns, co-founder and Company Director of CN Creative.

“His broad expertise is especially helpful as we are advancing our pioneering electronic inhaler nicotine replacement therapy towards MHRA submission, while also expanding our existing businesses in the UK and overseas.”

Dale R. Pfost, PhD, Chairman of CN Creative and a General Partner at Advent Ventures, commented,

“Tim brings us a global financial perspective and a keen appreciation of how to manage the challenges of high growth companies, and he is well-grounded in the nuts and bolts of implementing the financial management systems critical to our success.”

About CN Creative
CN Creative has developed a portfolio of products and services focused on harm reduction and smoking cessation, including user-friendly nicotine delivery systems and patient-focused smoking cessation and support services, such as QuitDirect, the Intellicig® electronic cigarette, ECOpure high purity nicotine preparations and NRT Direct. CNC’s Nicadex™ electronic inhaler nicotine replacement therapy product is in development for use as part of medically supervised smoking cessation programmes. For more information, visit www.cncbio.co.uk.

For more information, please contact:

CN Creative Media
Barbara Lindheim,
BioCom Partners
blindheim@biocompartners.com
+1 212 584-2276

Corporate
David Newns, CN Creative
david.newns@cncbio.com
+44 (0) 7834 767 367

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Feb 09

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Cellnovo launches world’s first mobile-connected diabetes management system

By Site Content Team Cellnovo, Press Release

Press Release.

LONDON UK/BARCELONA, SPAIN – February 9, 2012 – Cellnovo today announced both the launch of the world’s only mobile-connected diabetes management system, and the start of the largest usability trial ever to investigate insulin pump technology for patients with type 1 diabetes. The trial will also be the first in which all clinical data is captured remotely, in real-time; using the mobile data connectivity of the Cellnovo system.

Cellnovo’s diabetes management system comprises an insulin pump that connects wirelessly to an intuitive ‘app-based’ touch-screen handset. The handset features an integral blood glucose monitor, an activity monitor and a mobile (GSM) data connection to a comprehensive web-based clinical management system. Cellnovo patients will be able to track and manage their diabetes; securely sharing all clinical information through the web so that they, their doctors, nurses and family members can ensure sustained and effective diabetic control.

Principal Investigator of the Cellnovo usability trial, and world-leading authority on insulin pump therapy, Professor John Pickup of King’s College London School of Medicine, remarked, “This clinical trial is not just the world’s first with a mobile-connected insulin infusion system, it is also the first clinical trial in which the care team and patients can simultaneously observe and evaluate patient data in real-time, anywhere in the world.”

Co-trialist, Dr Mark Evans of Addenbrookes Hospital in Cambridge, commented,

“This technology represents a entirely new model for the management of diabetes and one that could be of direct and long-term financial benefit to the NHS. The effective management of diabetes requires masses of information. The more information we have, and the more rapidly we have it, the better job we can do of using our resources efficiently to prevent the devastating long-term complications of diabetes. The Cellnovo system is the world’s first both to automate and deliver instantly the information we need – a task achieved through the thoughtful and thorough integration of consumer technology, such as wireless and cellular, with medical sensor and precision pump technologies.”

Co-trialist, Professor Stephen Greene of the University of Dundee added,

“The Cellnovo system provides us immediate access to the clinical status of all our patients on a single screen. With accurate and current information we can identify and address problems immediately that, otherwise, might go unnoticed for months, contributing to excess cost and potentially tragic patient complications. In this clinical trial we will be the first to explore these new opportunities in diabetes patient management and hope to uncover new ways to improve and extend care, optimise workflow and drive cost efficiencies.”

William F. McKeon, Cellnovo Chief Executive Officer added,

“The launch of the Cellnovo system marks a new era in medicine where mobile connectivity is routinely embedded in medical devices. We draw upon the convenience of mobile technology in so many aspects of our lives: email, photos, social networking and banking. It is now time that our most precious asset, our health, benefits from the real-time information flow that is made possible with an in-built mobile connection. We are moving into an era where our doctors will routinely detect health issues over the web, before they worsen; and where patients and family members have the peace of mind that dangerous and costly emergencies can be avoided as early signs are immediately spotted.”

“The Cellnovo usability trial will be conducted in ten of the leading diabetes centers across the UK and will involve 100 patients, both adults and children. Such scale is unprecedented for a trial of insulin infusion technology and its usability.”

concluded Dr Reman McDonagh, Director of Clinical and Physician Relations for Cellnovo.

Type 1 diabetes is routinely managed with pump technology throughout much of Europe and North America where 20-25% of patients gain benefit from therapy that mimics the body’s normal production of insulin. Yet the UK lags behind, with 96% of patients having to rely on multiple daily injections. By introducing a unique system that uses cellular data and touch screen technology, Cellnovo aims to eliminate the barriers to adoption of insulin pump therapy; simplifying and reducing the workload for doctors and nurses, while also improving the quality of insight and diabetes management achieved by patients.

Type 1 diabetes, affects 250,000 UK patients for whom the prospect of poor diabetic control can lead to blindness, nerve damage and death. Caring for diabetes accounts for 10% of the NHS budget, a significant proportion of which is focused on type 1, a growing challenge that affects 4% more UK patients each year. Type 1 diabetes can only be managed by the daily or constant administration of insulin, replacing the role of the pancreas that for these patients has become incapable of producing insulin, which is vital for the metabolism of carbohydrates.

About Cellnovo
Cellnovo is a mobile medical device company based in London, UK. The company was built by a seasoned group of veterans from both the medical device and mobile communications industries. Together, they have developed a mobile health system designed to reduce burden and provide more insight to people with diabetes, their healthcare teams and families.

The number of people with diabetes is estimated to double in the next twenty years, placing a tremendous strain on all healthcare systems throughout the world. The Cellnovo mobile diabetes management system is transformational in that it provides real-time access to patient data and the opportunity to streamline and improve care while at the same time reduce costs.

For more information, please visit www.cellnovo.com

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Jan 31

Love0

CN Creative – Intellicig Electronic Cigarettes on ITV show “This Morning”

By Site Content Team CN Creative, Press Release

Press Release.

Linda Robson’s comment as she was handed an Intellicig to try on the ‘This Morning’ show on ITV said it all;

“Fantastic!”

she exclaimed.

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Jan 26

Love0

Celgene to Acquire Avila Therapeutics

By Site Content Team Avila, Press Release

Press Release.

Oral Btk inhibitor AVL-292 offers promising potential for treatment of B-cell diseases

Avilomics™ Platform enhances drug discovery capabilities

SUMMIT, NJ and BEDFORD, MA – January 26, 2012 – Celgene Corporation (NASDAQ: CELG) and Avila Therapeutics, Inc., a privately held biotechnology company developing targeted covalent drugs that treat diseases through protein silencing, today announced a definitive merger agreement under which Celgene Corporation will acquire Avila Therapeutics, Inc.

The acquisition positions Celgene to expand its leading role in the future treatment of hematologic cancers with Avila’s AVL-292, a highly-selective Bruton’s tyrosine kinase (Btk) inhibitor, currently in phase I clinical development. In addition, Avila’s proprietary Avilomics™ Platform augments Celgene’s investment in the discovery and development of novel therapeutics for managing complex disorders.

“Avila Therapeutics is a remarkable company that is aligned with our commitment to improve the lives of patients worldwide through innovative science and disease-altering therapies,”

said Tom Daniel, M.D., President of Research and Early Development for Celgene Corporation.

“In particular, we see Avila’s unique approach to protein silencing as an area of great promise for our research initiatives in hematology, oncology and immune-inflammatory diseases.”

“Celgene and Avila are uniquely matched, both strategically and scientifically,”

said Katrine Bosley, Avila’s Chief Executive Officer.

“Celgene’s global leadership in hematology and emerging franchise in immune-inflammatory diseases will accelerate and expand the clinical development of our Btk inhibitor program. Equally important, we value the high standards of creativity and rigor of Celgene’s scientists. We believe working together may accelerate the advancement of more innovative medicines from the Avilomics platform.”

The transaction has been approved by the Board of Directors of each company and is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Under the terms of the merger agreement, Celgene will acquire Avila Therapeutics, Inc. for $350 million in cash, plus up to $195 million for milestones contingent upon the development and regulatory approval of AVL-292, as well as up to $380 million in potential milestone payments contingent upon the development and approval of candidates generated from the Avilomics platform. The acquisition of Avila Therapeutics, Inc. will be accounted for as a purchase transaction that Celgene expects to be completed during the first quarter of 2012. The Company anticipates the acquisition will be neutral to 2012 non-GAAP diluted earnings guidance.

About Celgene
Celgene Corporation, headquartered in Summit, New Jersey, is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of novel therapies for the treatment of cancer and inflammatory diseases through gene and protein regulation. For more information, please visit the company’s Web site at www.celgene.com.

About Avila Therapeutics™, Inc.
Avila Therapeutics is a clinical‐stage biotechnology company focused on the design and development of targeted covalent drugs to achieve best‐in class outcomes. The company’s product pipeline has been built using its proprietary Avilomics™ platform and is currently focused on cancer, viral infection and autoimmune disease. Avila’s most advanced product candidate, AVL‐292, a potential treatment for cancer and autoimmune diseases, is currently in Phase 1 clinical testing. Avila is funded by leading venture capital firms: Abingworth, Advent Venture Partners, Atlas Venture, Novartis Option Fund, and Polaris Venture Partners. For additional information, please visit http://www.avilatx.com.

About AVL‐292 and Bruton’s Tyrosine Kinase (Btk)
AVL‐292 is a novel, orally available, covalent drug that inhibits Bruton’s tyrosine kinase (Btk). Inhibition of Btk is a promising new approach to treatment of diseases that are driven by B cells, including certain hematologic cancers such as non‐Hodgkin’s lymphoma and B cell chronic lymphocytic leukemia and autoimmune diseases such as rheumatoid arthritis.

AVL‐292 selectively and covalently bonds to Btk to inactivate and silence its activity. This mechanism of action confers greater target selectivity and a longer duration of action than is typical of conventional small molecule drugs. In preclinical studies, AVL‐292 was efficacious in a variety of animal disease models. AVL‐292 is in clinical development and has successfully completed two Phase 1a clinical studies to date.

About Targeted Covalent Drugs
Targeted covalent drugs are new small-molecule medicines that have the unique opportunity not simply to inhibit disease-causing proteins, but to “silence” them completely. This is because targeted covalent drugs do not merely “bind” to a protein, but they form a durable “bond,” which shuts down the protein’s activity throughout the life of the protein leading to two primary benefits; precise selectivity and retained efficacy against mutations. Avila is the first company to design and develop targeted covalent drugs robustly, systematically and across the vast majority of target classes. This is enabled by Avila’s proprietary Avilomics™ platform.

Forward-Looking Statements
This press release contains forward-looking statements, which are generally statements that are not historical facts. Forward-looking statements can be identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “plans,” “will,” “outlook” and similar expressions. Forward-looking statements are based on management’s current plans, estimates, assumptions and projections, and speak only as of the date they are made. We undertake no obligation to update any forward-looking statement in light of new information or future events, except as otherwise required by law. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond our control. Actual results or outcomes may differ materially from those implied by the forward-looking statements as a result of the impact of a number of factors, many of which are discussed in more detail in our Annual Report on Form 10-K and our other reports filed with the Securities and Exchange Commission.

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Jan 26

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Amgen to Acquire Micromet

By Site Content Team Micromet, Press Release

Press Release.

Acquisition Includes a Novel Cancer Treatment in Clinical Trials for Hematologic Malignancies

Micromet’s Proprietary BiTE® Platform has Potential to Improve Treatment in Multiple Tumor Types

All-Cash Transaction Values Micromet at $1.16 Billion

THOUSAND OAKS, Calif., and ROCKVILLE, Md., Jan. 26, 2012 /PRNewswire/ — Amgen (NASDAQ:AMGN) and Micromet, Inc. (NASDAQ:MITI) today announced that the companies have entered into a definitive merger agreement under which Amgen will acquire Micromet, a biotechnology company founded in Germany with its research and development (R&D) center in Munich and headquarters in Rockville, Md., for $11 per share in cash. The transaction, which values Micromet at approximately $1.16 billion, was unanimously approved by both the Amgen and Micromet Boards of Directors.

The acquisition includes blinatumomab, a Bispecific T cell Engager (BiTE) antibody in Phase 2 clinical development for acute lymphoblastic leukemia (ALL). Blinatumomab is also in clinical development for the treatment of non-Hodgkin’s lymphoma (NHL), and could have applications in other hematologic malignancies.

“The acquisition of Micromet is an opportunity to acquire an innovative oncology asset with global rights and a validated technology platform with broad potential clinical applications,”

said Kevin Sharer, chairman and CEO at Amgen.

“Blinatumomab will serve as an important complement to our oncology pipeline and is representative of our corporate strategy, which is focused on developing and successfully commercializing therapeutics to treat patients with grievous illness.”

Amgen will gain the following as a result of the acquisition:

■Blinatumomab, a BiTE antibody that has demonstrated encouraging single-agent activity in both adult and pediatric patients with ALL as well as adult patients with NHL, and is currently under investigation in five trials:
■Two Phase 2 trials for adult patients with relapsed/refractory ALL
■Phase 1/2 trial for pediatric patients with relapsed/refractory ALL
■Phase 2 trial for adult ALL patients with minimal residual disease (MRD)
■Phase 1 trial for adult patients with relapsed/refractory NHL
■Proprietary BiTE antibody technology which provides an innovative, validated platform for future clinical research
■Potential milestone and royalty payments from existing licensees of BiTE and other technologies
■Unencumbered rights to solitomab, a BiTE antibody in Phase 1 for patients with advanced solid tumors
■Micromet’s Munich site, which will operate as an Amgen R&D center of excellence
“We believe that this transaction represents an attractive opportunity for Micromet, its stockholders and cancer patients,” said Christian Itin, Ph.D., Micromet’s president and CEO. “Amgen’s extensive resources and experience in the development and commercialization of biologics promise to speed blinatumomab’s path to market, expand its development across a broader range of B-cell malignancies and maximize the full potential of our novel BiTE technology.”

Terms of the Transaction

Under the terms of the merger agreement, a subsidiary of Amgen Inc. will commence a tender offer to acquire all of the outstanding shares of Micromet’s common stock at a price of $11 per share in cash. Following the purchase of shares through the tender offer, Amgen will complete the transaction by acquiring all remaining shares not acquired in the offer through a merger at the same price as the tender offer. The consummation of the tender offer is subject to various conditions, including a minimum tender of at least a majority of outstanding Micromet shares on a fully diluted basis, the expiration or termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act and other customary conditions. The tender offer is not subject to a financing condition. The transaction is expected to close in the first quarter.

Amgen is advised by Moelis & Company LLC and Sullivan & Cromwell LLP. Goldman, Sachs & Co. and Cooley LLP are acting as financial and legal advisors, respectively, to Micromet.

Amgen will discuss the transaction as part of its fourth quarter earnings conference call today with the investment community at 2:00 p.m. Pacific Standard Time. The previously scheduled conference call will primarily address Amgen’s fourth quarter and full year financial results. Live audio of the conference call will be simultaneously broadcast over the Internet and will be available to members of the news media, investors and the general public. The conference call, including the question and answer session, is expected to last approximately one hour.

The webcast of the conference call, as with other selected presentations regarding developments in Amgen’s business given by management at certain investor and medical conferences, can be found on Amgen’s website, www.amgen.com, under Investors. Information regarding presentation times, webcast availability and webcast links are noted on Amgen’s Investor Relations Events Calendar.

About Amgen
Amgen discovers, develops, manufactures and delivers innovative human therapeutics. A biotechnology pioneer since 1980, Amgen was one of the first companies to realize the new science’s promise by bringing safe, effective medicines from lab to manufacturing plant to patient. Amgen therapeutics have changed the practice of medicine, helping millions of people around the world in the fight against cancer, kidney disease, rheumatoid arthritis, bone disease and other serious illnesses. With a deep and broad pipeline of potential new medicines, Amgen remains committed to advancing science to dramatically improve people’s lives. To learn more about our pioneering science and vital medicines, visit www.amgen.com.

About Micromet, Inc.
Micromet is a biopharmaceutical company focused on the discovery, development and commercialization of innovative antibody-based therapies for the treatment of cancer. Micromet is advancing a robust pipeline of novel therapeutics based on its proprietary BiTE® technology. Micromet’s lead product candidate blinatumomab is currently the subject of a European trial in patients with minimal residual disease positive acute lymphoblastic leukemia. Micromet has collaborations with a number of leading pharmaceutical and biotechnology companies, including Amgen, Bayer HealthCare Pharmaceuticals, Boehringer Ingelheim, MedImmune, Merck Serono, Nycomed and Sanofi.

About Blinatumomab

Blinatumomab is a Bispecific T cell Engager (BiTE antibody) designed to direct a patient’s cytotoxic T cells to eliminate cancer cells that express CD19. CD19 is a protein expressed on the surface of B-lymphocytes including acute lymphoblastic leukemias and non-Hodgkin’s lymphomas. Data on blinatumomab demonstrating a high complete remission rate in adult patients with relapsed/refractory B-precursor ALL was recently reported at the American Society of Hematology (ASH) Annual Meeting, held in December 2011.

About BiTE Technology

BiTE antibodies are designed to direct the body’s cytotoxic, or cell-destroying, T cells against tumor cells, and represent a new therapeutic approach to cancer therapy. Typically, antibodies cannot engage T cells because T cells lack the appropriate receptors for binding antibodies. BiTE antibodies have been shown to bind T cells to tumor cells, ultimately killing the tumor cells.

Amgen Forward-Looking Statement

This news release contains forward-looking statements that are based on Amgen’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements about the planned completion of the tender offer and the merger, estimates of revenues, operating margins, capital expenditures, cash, other financial metrics, expected legal, arbitration, political, regulatory or clinical results or practices, customer and prescriber patterns or practices, reimbursement activities and outcomes and other such estimates and results. Forward-looking statements involve significant risks and uncertainties, including those discussed below and more fully described in the Securities and Exchange Commission (SEC) reports filed by Amgen, including Amgen’s most recent annual report on Form 10-K and most recent periodic reports on Form 10-Q and Form 8-K. Please refer to Amgen’s most recent Forms 10-K, 10-Q and 8-K for additional information on the uncertainties and risk factors related to Amgen’s business. Unless otherwise noted, Amgen is providing this information as of Jan. 26, 2012 and expressly disclaims any duty to update information contained in this news release.

No forward-looking statement can be guaranteed and actual results may differ materially from those Amgen projects. Discovery or identification of new product candidates or development of new indications for existing products cannot be guaranteed and movement from concept to product is uncertain; consequently, there can be no guarantee that any particular product candidate or development of a new indication for an existing product will be successful and become a commercial product. Further, preclinical results do not guarantee safe and effective performance of product candidates in humans. The complexity of the human body cannot be perfectly, or sometimes, even adequately modeled by computer or cell culture systems or animal models. The length of time that it takes for Amgen to complete clinical trials and obtain regulatory approval for product marketing has in the past varied and Amgen expects similar variability in the future. Amgen develops product candidates internally and through licensing collaborations, partnerships and joint ventures. Product candidates that are derived from relationships may be subject to disputes between the parties or may prove to be not as effective or as safe as Amgen may have believed at the time of entering into such relationship. Also, Amgen or others could identify safety, side effects or manufacturing problems with Amgen’s products after they are on the market. Amgen’s business may be impacted by government investigations, litigation and products liability claims. Amgen depends on third parties for a significant portion of its manufacturing capacity for the supply of certain of its current and future products and limits on supply may constrain sales of certain of its current products and product candidate development.

In addition, sales of Amgen’s products are affected by the reimbursement policies imposed by third-party payors, including governments, private insurance plans and managed care providers and may be affected by regulatory, clinical and guideline developments and domestic and international trends toward managed care and healthcare cost containment as well as U.S. legislation affecting pharmaceutical pricing and reimbursement. Government and others’ regulations and reimbursement policies may affect the development, usage and pricing of Amgen’s products. In addition, Amgen competes with other companies with respect to some of its marketed products as well as for the discovery and development of new products. Amgen believes that some of its newer products, product candidates or new indications for existing products, may face competition when and as they are approved and marketed. Amgen’s products may compete against products that have lower prices, established reimbursement, superior performance, are easier to administer, or that are otherwise competitive with its products. In addition, while Amgen routinely obtains patents for its products and technology, the protection offered by its patents and patent applications may be challenged, invalidated or circumvented by its competitors and there can be no guarantee of Amgen’s ability to obtain or maintain patent protection for its products or product candidates. Amgen cannot guarantee that it will be able to produce commercially successful products or maintain the commercial success of its existing products. Amgen’s stock price may be affected by actual or perceived market opportunity, competitive position, and success or failure of its products or product candidates. Further, the discovery of significant problems with a product similar to one of Amgen’s products that implicate an entire class of products could have a material adverse effect on sales of the affected products and on Amgen’s business and results of operations.

The scientific information discussed in this news release related to product candidates is preliminary and investigative. Such product candidates are not approved by the U.S. Food and Drug Administration (FDA), and no conclusions can or should be drawn regarding the safety or effectiveness of the product candidates. Only the FDA can determine whether the product candidates are safe and effective for the use(s) being investigated. Healthcare professionals should refer to and rely upon the FDA-approved labeling for the products, and not the information discussed in this news release.

Additional Information

The tender offer described in this communication (the “Offer”) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Micromet, Inc. (“Micromet”) or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (“SEC”). The offer to purchase shares of Micromet common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Armstrong Acquisition Corp., a wholly owned subsidiary of Amgen formed for the purpose of making the Offer, and Amgen, and the solicitation/recommendation statement will be filed with the SEC by Micromet. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson Inc., the information agent for the Offer, at (888) 877-5360 (toll free).

Micromet Safe Harbor Statement

Statements in this announcement that relate to future results and events are forward-looking statements based on Micromet’s current expectations regarding the tender offer and transactions contemplated by the merger agreement. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. There can be no assurances that a transaction will be consummated. Other risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the transaction may not be timely completed, if at all; that, prior to the completion of the transaction, if at all, Micromet may not satisfy one or more closing conditions; that the merger agreement may be terminated; and the impact of the current economic environment; risks related to Micromet’s ongoing development activities and clinical trials; and other risks that are described in Micromet’s most recent Form 10-Q for the quarter ended Sept. 30, 2011. Micromet undertakes no obligation to update these forward-looking statements except to the extent otherwise required by law.

Contacts
Amgen, Thousand Oaks
Mary Klem, 805-447-6979 (media)
Arvind Sood, 805-447-1060 (investors)

Micromet
Jennifer Neiman, 240-235-0246 (media and investors)
Andrew Cole/Lesley Bogdanow
Sard Verbinnen & Co.
212-687-8080

(Logo: http://photos.prnewswire.com/prnh/20081015/AMGENLOGO)

(Logo: http://photos.prnewswire.com/prnh/20120124/LA41366LOGO)

SOURCE Amgen

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Jan 25

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CN Creative Raises Series A Funding to Develop First Medically Approved Electronic Inhaler Nicotine Replacement Therapy for Smoking Cessation

By Site Content Team CN Creative, Press Release

Press Release.

—Financing Led by Advent Life Sciences—

—Intends to File for UK MHRA Approval of Its Nicadex™ Inhaler Nicotine Replacement Therapy in 2012 with Regulatory Filings in the US and Globally Thereafter—

—CNC Combining Its Broad Expertise in Smoking Cessation and Electronic Cigarette Technology to Offer Smokers New Medical Options to Reduce Harm and Help Them Quit—

MANCHESTER, UK, January 25, 2012 – CN Creative, Ltd. (CNC), a healthcare company providing innovative and sustainable solutions to reduce smoking and smoking-related illnesses, today announced it has raised a Series A financing round led by Advent Life Sciences. The financing raised £2 million, equivalent to approximately US $3.1 million. CNC intends to use the investment to continue and finalise development of its Nicadex™ electronic inhaler nicotine replacement therapy (NRT) product for use as part of medically supervised smoking cessation programmes.

Despite large-scale public health efforts, about 20% of adults in the UK and the US continue to smoke. Smoking remains the most common cause of preventable death in the Western world and generates enormous costs for healthcare systems worldwide. Two-thirds of smokers report that they would like to quit, and about three-quarters of current smokers say they have tried to stop, but smoking is a powerfully addictive habit that can make quitting very difficult or almost impossible. Fewer than 10% of smokers are estimated to achieve success when trying to stop smoking on their own. In addition, studies show that currently available NRT products help only a small proportion of smokers to stop smoking permanently.

“CN Creative provides innovative approaches to reduce the harm caused by smoking, by helping smokers quit whenever possible or reduce their consumption of cigarettes when total abstinence is not achievable,”

said David Newns, a co-founder and Company Director of CN Creative.

“We believe our Nicadex electronic inhaler NRT, which will deliver pharmaceutical-grade nicotine using advanced electronic vaporisation technology, has the potential to help significant numbers of smokers stop entirely or significantly reduce their exposure to harmful tobacco smoke.”

Nicadex is similar in concept to the electronic cigarettes currently marketed to adult consumers by CN Creative and others, but with several key differences.

First, Nicadex will be tested in clinical trials and then submitted for regulatory review under the process used for other prescription NRT products, initially through the UK Medicines and Healthcare products Regulatory Agency (MHRA) and then through the US Food and Drug Administration (FDA) and other regulatory agencies.

Second, CNC intends to market the Nicadex electronic inhaler as a medically supervised NRT designed to reduce the harm caused by smoking and to help smokers quit as part of a comprehensive smoking cessation programme.

Third, the Nicadex electronic inhaler has been specially engineered and will be manufactured in the UK under the same stringent standards used for regulated medical products, and the pharmaceutical-grade nicotine solution it uses is being produced by CNC in its own UK-based cGMP facilities approved for the manufacture of prescription drugs.

“The support from our colleagues at Advent Life Sciences will enable CNC to undertake the clinical trials and medical regulatory review needed to confirm the safety and efficacy of Nicadex and to prepare for commercialisation. We expect to file for regulatory approval of the Nicadex electronic inhaler in the UK later this year,”

added CN Creative co-founder and Company Director Chris Lord.

Nicadex is a hand-held device that delivers purified nicotine to the user through the vaporisation of a pharmaceutical-grade solution of nicotine. A rechargeable lithium battery powers the vaporiser that instantly turns the nicotine solution into a vapour that is inhaled by the user. Many users report that the sensation of using the Nicadex device is similar to smoking, but the vapour contains no smoke and none of the carbon monoxide, tar or thousands of toxic impurities that make smoking tobacco products so damaging to health. In addition, since there is no smoke, there are no smoke by-products that can cause “second-hand” harm to others.

“Decades of smoking cessation initiatives have had a positive impact on public health but millions continue to smoke and new approaches are urgently needed,”

noted long-time smoking cessation and public health advocate Dr. Chris Steele.

“I am encouraged by the potential of the innovative Nicadex electronic inhaler being developed by CNC, which provides a smoke-free, tobacco-free nicotine replacement product in a format that is highly acceptable to smokers. If approved, Nicadex could be a valuable addition to our smoking cessation toolkit, immediately reducing the harm caused by smoking and enabling many smokers to proceed over time to full cessation. CNC’s emphasis on clinical testing, regulatory review, medical supervision and supportive services is encouraging, and I look forward to seeing the results of the clinical trials the company will be conducting this year.”

A distinctive element of CNC’s strategy is its recognition of the value of harm reduction. As noted in the influential 2010 UK government report, A Smokefree Future,

“The tar and the carbon monoxide in smoked tobacco are the primary causes of smoking-related disease and death. … Nicotine (in the doses obtained from smoked and smokeless tobacco) is not a significant contributor to disease.”

The report proposes that harm reduction measures should be an important element of smoking cessation programmes, noting that

“this strategy … opens more routes to quitting, which, we believe, will help thousands more smokers to quit successfully. The new routes will encourage smokers to … manage their nicotine addiction using a safer alternative product … and dramatically reduce the harmful effects to their health, and the harmful effects to those around them. …”

Similarly, after a comprehensive review of the medical and scientific literature, the American Association of Public Health Physicians (AAPHP) became the first medical organisation in the US officially to endorse tobacco harm reduction as a viable strategy to reduce the death toll related to cigarette smoking. It advocates in its white paper, The Case for Harm Reduction, that inveterate smokers – who are unable or unwilling to abstain from nicotine and tobacco – should be encouraged to switch to lower-risk smokeless tobacco products.

Dale R. Pfost, PhD, a General Partner at Advent Life Sciences and the newly appointed Chairman of CN Creative commented, “CNC’s strategy of applying their smoking cessation expertise and the technology innovations first deployed in their Intellicig® electronic cigarettes to provide smokers with an advanced electronic inhaler nicotine replacement therapy is a potential game changer. We believe that Nicadex will significantly increase smokers’ chances of ending or reducing their reliance on smoking, while also reducing the well-documented health risks caused by smoking tobacco. With this investment in CN Creative, we aim to continue our track record of investing in innovative life science companies with the potential to become best-in-class in their fields.”

Kaasim Mahmood, a Partner at Advent Life Sciences who is joining the CN Creative Board of Directors, added,

“We believe CNC’s products have great clinical and commercial potential, and we are delighted to provide the CNC team with financial and strategic support as they embark on the clinical studies and regulatory review process central to the success of this exciting new approach.”

About CN Creative
Headquartered in the Bioscience Incubator at Manchester University in the UK, CN Creative provides innovative and sustainable solutions to global problems arising from smoking and smoking-related illnesses. It has developed a distinctive portfolio of products and services focused on smoking cessation and harm reduction, including user-friendly nicotine delivery systems and patient-focused smoking cessation and support services. CNC’s diverse products include QuitDirect, an NHS-accredited supplier of comprehensive smoking cessation services, the Intellicig® electronic cigarette, ECOpure proprietary high purity nicotine preparations and NRT Direct, which provides traditional nicotine replacement therapy products and patient support services to publicly and privately sponsored smoking cessation programmes. CNC’s Nicadex™ electronic inhaler nicotine replacement therapy product is in clinical development for use as part of medically supervised smoking cessation programmes. For more information, visit www.cncbio.co.uk.

About Advent Life Sciences
Advent Life Sciences is the dedicated Life Sciences Fund at Advent Venture Partners, one of Europe’s best-established growth and venture capital firms. Advent Life Sciences invests predominantly in early-stage and growth equity life sciences companies in the UK, Europe and the US. It will back companies that have a first- or best-in-class approach in a range of sectors within the life sciences, including new drug discovery, enabling technologies, med-tech and diagnostics.

The Advent Life Sciences team is a leader in European life sciences capital. Its investments include PowderMed, a therapeutic DNA vaccine company sold to Pfizer; Thiakis, an obesity treatment company acquired by Wyeth Pharmaceuticals; Respivert, a drug discovery company focused on respiratory diseases acquired by Johnson & Johnson; EUSA Pharma, a rapidly growing transatlantic specialty pharmaceutical company focused on late-stage oncology, pain control and critical care products; and, Algeta (OSE: ALGETA), an oncology company developing treatments for bone metastases and disseminated tumours. For more information see www.adventventures.com.

For more information, please contact:

CN Creative
Media
Barbara Lindheim or Jennifer Anderson, BioCom Partners:
blindheim@biocompartners.com, +1 212 584-2276 ext. 201
janderson@biocompartners.com, +1 212 584-2276 ext. 202
Corporate
David Newns
david.newns@cncbio.com +44 (0) 7834 767 367

Advent Life Sciences
Sophie Kreifman, Grayling:
sophie.kreifman@grayling.com; +44 20 7592 7924

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Jan 20

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Avila Announces FDA Allowance of Partner Clovis Oncology’s IND Application

By Site Content Team Avila, Press Release

Press Release.

Avila Announces FDA Allowance of Partner Clovis Oncology’s IND Application for CO-1686,
an Oral EGFR Mutant-Selective Inhibitor

Triggers $4 Million Milestone Payment to Avila

BEDFORD, Mass.–(BUSINESS WIRE)– Avila Therapeutics™, Inc. a biotechnology company
developing targeted covalent drugs that treat diseases through protein silencing, announced
that it has achieved the first milestone in its Epidermal Growth Factor Receptor (EGFR) Mutant
-Selective Inhibitor (EMSI) alliance with Clovis Oncology triggering a $4 million milestone payment
to Avila.

The U.S. Food and Drug Administration (FDA) has allowed an investigational new drug (IND)
application to begin clinical investigation of CO-1686, a novel, oral, targeted covalent inhibitor of
epidermal growth factor receptor (EGFR) mutations in non-small cell lung cancer (NSCLC). Initial
Phase I/II studies with CO-1686 are expected to commence in the U.S. and Europe during the
second quarter of 2012 and in Asia during the third quarter of 2012. CO-1686 is the second
covalent drug to advance to clinical development from Avila’s proprietary Avilomics™ platform,
along with Avila’s proprietary drug candidate AVL-292, a Bruton’s Tyrosine Kinase (Btk) inhibitor
in Phase Ib clinical development for the treatment of B-cell cancers.

“We are pleased with the tremendous progress that our partners at Clovis have made in
advancing CO-1686 into development, particularly in NSCLC, a disease for which novel
treatments are so sorely needed,”

said Katrine S. Bosley, CEO of Avila Therapeutics.

“With this achievement we have now successfully created two clinical development candidates using our targeted covalent drug platform. This further demonstrates our ability to design and develop innovative medicines using Avilomics.”

EGFR activating mutations occur in approximately 10 to 15 percent of NSCLC cases in Caucasian
patients and approximately 30 to 35 percent in East Asian patients. These patients experience
significant tumor response to erlotinib (Tarceva®) and gefitinib (Iressa®), which are first-
generation EGFR inhibitors. However, most patients ultimately progress on erlotinib and gefitinib
therapy, with approximately 50 percent of patients developing acquired resistance from a second,
or “gatekeeper” mutation, T790M. CO-1686 was designed and developed to selectively target
both the initial activating EGFR mutations as well as the T790M mutation, while sparing wild-type,
or “normal” EGFR. Because CO-1686 spares wild-type EGFR, it has the potential to cause a
lower incidence of skin rash and diarrhea, the primary toxicities associated with other EGFR
inhibitors.

Because CO-1686 inhibits the initial activating mutations of EGFR as well as T790M mutations, it
also has the potential to effectively treat first-line NSCLC patients. CO-1686 may prevent the
T790M resistance from occurring, which could result in responses of greater duration and,
because it does not inhibit wild-type EGFR, it may possess a more tolerable side-effect profile.
CO-1686 is a targeted covalent, or permanent, inhibitor of EGFR mutations. As a covalent drug,
CO-1686 forms a durable bond with its target mutations in a highly directed and controlled
manner. Preclinical data presented in late 2011 demonstrated that CO-1686 causes tumor
shrinkage in T790M-driven NSCLC xenograft models, and resulted in significant tumor growth
inhibition at a variety of doses.

About the Avila Alliance with Clovis Oncology

Avila and Clovis Oncology entered into a partnership for the worldwide development and
commercialization of an EGFR Mutant-Selective Inhibitor (EMSI) in May 2010. Under the terms of
the agreement, the two companies collaborated on the preclinical development of the EMSI
program and Clovis Oncology is fully responsible for worldwide development and
commercialization, including development of companion diagnostics to prospectively identify
patients with clinically-arising resistance mutations of the EGFR. Avila is eligible to receive
development, regulatory and sales-based milestone payments, with a total potential value of $209
million, as well as tiered royalties on potential future product sales.

About Avila Therapeutics™, Inc.

Avila Therapeutics is a clinical-stage biotechnology company focused on the design and
development of targeted covalent drugs to achieve best-in class outcomes. This approach, called
“protein silencing”, cannot be achieved through traditional chemistry techniques. The company’s
product pipeline has been built using its proprietary Avilomics™ platform and is currently focused
on cancer, viral infection and autoimmune disease. Avila’s most advanced product candidate,
AVL-292, a potential treatment for cancer and autoimmune diseases, is currently in Phase 1
clinical testing. Avila is funded by leading venture capital firms: Abingworth, Advent Venture
Partners, Atlas Venture, Novartis Option Fund, and Polaris Venture Partners. For additional
information, please visit http://www.avilatx.com.

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Jan 20

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Advent Life Sciences Invests in Acutus Medical and Acutus Medical Expands Senior Management Team

By Site Content Team Advent Life Sciences, Press Release

Press Release.

20th January 2012, London: – Advent Life Sciences announced it has invested $2.2 million in Acutus Medical, a medical technology company based in San Diego and Zurich, as part of a Series A of $5.4 million which includes previously announced participation by Index Ventures and the company founders. Acutus is developing an electrophysiological mapping system to optimize the treatment of cardiac arrhythmias and will use the initial funding to develop prototypes of its novel system.

Acutus Medical, founded in 2011, is developing technology to allow significantly improved mapping of the cardiac space. This will enable instantaneous and precise visualization of areas of the heart to be ablated in patients with cardiac arrhythmias such as atrial fibrillation and ventricular tachycardia. The advanced technology is being developed in the US and Europe. The Acutus system is being designed to provide unprecedented accuracy for the real-time guidance necessary to determine the location for ablating sources of arrhythmias.

Shahzad Malik, general partner at Advent Life Sciences and new Board member at Acutus Medical, said,

“We are delighted to invest in Acutus Medical and this investment underlines our commitment to investing in first-in-class and best-in-class life sciences opportunities. The treatment of atrial fibrillation using medical devices is an area with substantial growth potential and we believe Acutus has the ability to significantly expand the market while improving outcomes based on more accurate electrophysiological mapping. ”

With this investment, Acutus Medical also announced it has recruited Graydon Beatty as its Chief Technology Officer. Graydon was previously an inventor of the EnSite Technology and founder of Endocardial Solutions, Inc., incorporated in 1992, which produced integrated advanced mapping and navigation systems for the location and improved treatment of cardiac arrhythmias.

Endocardial Solutions was acquired by St. Jude Medical, Inc. in 2005 where Graydon continued to contribute to product development. Acutus President, Randy Werneth said, “With Graydon, we add a world-leading expert to our team of highly experienced and successful developers of advanced cardiac mapping and imaging systems. With his exceptional previous achievements and perfect fit with our team and our tasks we believe we are poised to produce a breakthrough in cardiac mapping systems.”

About Acutus Medical:
Acutus Medical is a medical technology company committed to developing an innovative breakthrough platform technology of safe, cost effective and clinically advanced tools for the minimally invasive diagnostic mapping of complex cardiac arrhythmias such as atrial fibrillation and ventricular tachycardia. The Company’s technology is being developed in the US and Europe and is expected to achieve CE marking within two years. The company is located in San Diego, California and Zurich, Switzerland and is privately funded with lead investors, Index Ventures and Advent Ventures.

www.acutusmedical.com

About AdventLife Sciences:
Advent Life Sciences is the dedicated Life Sciences Fund at Advent Venture Partners, one of Europe’s best established growth and venture capital firms. Advent Life Sciences invests predominantly in early-stage and growth equity life sciences companies in the UK, Europe and the US. It will back companies that have a first- or best-in-class approach in a range of sectors within the life sciences, including new drug discovery, enabling technologies, med-tech and diagnostics.

The Advent Life Sciences team is a leader in European life sciences venture capital. Its investments include: PowderMed, a therapeutic DNA vaccine company sold to Pfizer; Thiakis, an obesity treatment company acquired by Wyeth Pharmaceuticals; Respivert, a drug discovery company focused on respiratory diseases that was acquired by Johnson & Johnson; EUSA Pharma, a rapidly growing transatlantic speciality pharmaceutical company focused on late-stage oncology, pain control and critical care products; and, Algeta (OSE: ALGETA), an oncology company developing treatments for bone metastases and disseminated tumours.

www.adventventures.com

For more information contact:

Acutus Medical
Randy Werneth, CEO
Email: randy.werneth@acutusmedical.com

Advent Venture Partners (London)
Josephine Defty
Ph: +44 (0) 20 7932 2116
Email: Josephine@adventventures.com

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Jan 19

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Advent Life Sciences Fund I welcomes additional investor

By Site Content Team Advent Life Sciences, Press Release

Press Release.

Présentation de deux projets de fonds d’investissement dans l’avenir de l’économie Luxembourgeoise

A l’issue d’une réunion conjointe de la commission parlementaire des Finances et du Budget et de la commission parlementaire de l’Economie, du Commerce extérieur et de l’Economie solidaire, le ministre des Finances, Luc Frieden, et le ministre de l’Économie et du Commerce extérieur, Jeannot Krecké, ont présenté deux projets de fonds d’investissement dans l’avenir de l’économie luxembourgeoise.

1. Fonds Life Sciences

Le plan d’action « technologies de la santé » établi et présenté en 2007 prévoit la mise en place d’un outil de financement approprié. La décision du gouvernement d’investir à travers la Société Nationale de Crédit et d’Investissement (SNCI) dans un fonds capital à risque spécialisé dans le domaine des sciences biomédicales s’inscrit dans ce contexte.

Afin de s’assurer que l’investissement substantiel consenti par le gouvernement en matière de recherche biomédicale (en 2008 : 140 millions € étalés sur cinq ans) puisse sortir ses effets également d’un point de vue économique, le gouvernement a décidé de placer une somme à travers la SNCI dans un fonds d’investissement existant ayant fait ses preuves.

Suite à une procédure de sélection, c’est le groupe Advent Venture Partners de Londres qui a finalement été retenu. Advent Venture Partners a été créé en 1988 et le fonds Advent Life Sciences Fund I (ALSF I) dans lequel la SNCI investira une vingtaine de millions d’euro est le cinquième fonds mis en place par Advent. C’est leur premier fonds dédié exclusivement aux technologies biomédicales – les quatre autres fonds avaient deux axes d’investissement: les technologies de l’information et de la communication ainsi que les technologies de la santé. C’est un fonds d’investissement britannique libellé en livres sterling ayant une durée de vie de 10 ans pouvant être étendue deux fois d’une année. Par ailleurs, Le Fonds Européen d’Investissement (FEI) compte parmi les actionnaires d’ALSF I.

ALSF I a commencé à investir en février 2011 – à ce jour trois investissements sont réalisés. Le fonds vise une quinzaine d’investissements dont une dizaine environ sera consacré à la création de jeunes entreprises, et le reste au financement de projets. 70% des investissements seront réalisés en Europe.

Pour Raj Parekh, General Partner, Advent Life Sciences,

“cette initiative du gouvernement luxembourgeois dans le domaine des technologies de la santé est exceptionnelle aussi bien pour sa vision et que pour sa conception, et permet d’accélérer le développement du Luxembourg afin de devenir un acteur important dans les biotechnologies. C’est un privilège pour Advent Life Sciences d’avoir été choisi par le gouvernement et ses partenaires afin de les soutenir dans cette initiative importante.”

Les objectifs poursuivis par le gouvernement avec cet investissement sont multiples:

(a) Participer à des investissements dans des projets porteurs et rémunérateurs, quelle que soit leur localisation géographique. Cette ouverture doit permettre:

• d’intégrer le réseau des fonds en capital à risque et, partant, de faire connaître le Luxembourg;

• d’investir dans des sociétés stratégiquement intéressantes pour l’effort de recherche consenti au niveau national.

(b) Investir dans l’une ou l’autre société pouvant être implantée au Luxembourg dans un but de diversification économique.

(c) Essaimer l’un ou l’autre projet de valorisation issu de l’effort de recherche luxembourgeois si l’opportunité se présente

(d) Assister à la mise en place d’un dispositif de transfert de technologie en étroite coopération avec le gouvernement et les autres acteurs du terrain

(e) Assurer un transfert de savoir vers les acteurs luxembourgeois et accroître la visibilité du Luxembourg en matière de sciences de la vie. A cet effet, Advent s’est notamment engagé à:

•    Assurer une présence au Luxembourg
•    Former l’un ou l’autre analyste de l’administration gouvernementale
•    Organiser des réunions et conférences spécialisées au Luxembourg.

Au sujet d’Advent Life Sciences:

Advent Life Sciences est le fonds dédié aux sciences de la vie au sein d’Advent Venture Partners(www.adventventures.com), une des entreprises en capital risque les plus connues en Europe. Advent Life Sciences investit principalement dans des jeunes entreprises du secteur des technologies et sciences de la santé au Royaume-Uni, en Europe et aux Etats-Unis. Le fonds soutient des entreprises classées parmi les meilleures dans plusieurs domaines relatifs aux sciences de la vie, dont la découverte de nouvelles molécules, les technologies habilitantes, les technologies médicales et le diagnostic.

L’équipe d’Advent Life Sciences est leader en Europe en matière de capital risque dans le domaine des sciences de la vie. Parmi ses investissements, on trouve: PowderMed, une société ayant développé un vaccin thérapeutique ADN vendue à Pfizer; Thiakis, une société ayant développé un traitement contre l’obésité acquise par Wyeth Pharmaceuticals; Respivert, une société active dans le domaine des maladies respiratoires qui a été achetée par Johnson & Johnson; EUSA Pharma, une société pharmaceutique transatlantique active dans plusieurs segments dont le traitement du cancer en stade terminal et les antidouleurs; et, Algeta (OSE: ALGETA),une société active dans l’oncologie qui développe des traitements contre les métastases osseuses et les tumeurs disséminées.

2. Luxembourg Future Fund

A la demande du Gouvernement, la SNCI, ensemble avec le Fonds Européen d’Investissement (FEI), mettra en place un Luxembourg Future Fund.

Ce fonds aura comme objet de soutenir la diversification et le développement durables de l’économie luxembourgeoise en contribuant à attirer au Luxembourg, directement ou indirectement, des activités entrepreneuriales en phase de démarrage/développement/croissance ou des activités contribuant à l’innovation.

Luxembourg Future Fund sera géré par le FEI qui y participera également en tant qu’investisseur minoritaire. Le FEI est spécialisé dans le financement à risque des PME en Europe et est majoritairement détenu par la Banque Européenne d’Investissement. Avec actuellement plus que 12 milliards d’euros sous gestion, le FEI dispose d’une grande expérience et d’une excellente réputation dans le domaine du capital à risque pour les PME.

Taille et investisseurs du Luxembourg Future Fund

La taille visée du fonds s’élèvera à quelque 150 millions d’euros. Le FEI participera en tant qu’investisseur avec 30 millions d’euros. La SNCI prend une participation à hauteur de 120 millions d’euros.

Gestionnaire du Luxembourg Future Fund

Le FEI sera chargé de la gestion du fonds. Il recourra aux compétences internes de ses départements en vue de la sélection, de l’analyse et du suivi des dossiers investis. Luxembourg Future Fund devra fonctionner suivant les règles de gouvernance du FEI.

Ce fonds pourra pleinement profiter non-seulement des structures et du savoir-faire du FEI pour la mise en place et la gestion, mais aussi de son expérience et de sa réputation pour le choix des projets à investir, le cas échéant aussi avec des co-investisseurs.

Stratégie d’investissement du Luxembourg Future Fund et nouvel instrument de diversification et de développement durables de l’économie luxembourgeoise

Deux grands principes cumulatifs de gestion régiraient le Fonds Luxembourgeois :

i. Rentabilité financière : Le fonds sera géré et investira selon des critères strictement commerciaux avec des objectifs de performance financière bien définis à l’avance et en accord avec le profil de risque du fonds.

ii. Retombées pour l’économie luxembourgeoise : Les investissements du fonds devront avoir une dimension permettant de s’attendre à avoir un impact en termes de diversification et de développement durables de l’économie luxembourgeoise.

Le Luxembourg Future Fund réalisera des investissements directs et indirects, ces derniers via une activité fond de fonds, dans des PME innovantes en phase de démarrage, de développement ou de croissance, actives dans les secteurs technologiques les plus variés (ICT, Cleantech et autres, à l’exclusion, directe et indirecte, du secteur des Technologies de la Santé/Life sciences) et contribuera indirectement au développement d’un écosystème en capital-risque au Luxembourg.

Les investissements seront réalisés dans des conditions pari-passu avec les co- investisseurs potentiels des projets investis tout en respectant les critères de rentabilité financière du fonds.

L’environnement luxembourgeois existant, avec ses infrastructures (ICT, logistique) et son cadre fiscal (loi sur la propriété intellectuelle) viendra soutenir les efforts entrepris dans ce contexte pour favoriser le développement économique et la diversification du Luxembourg.

Les domaines d’investissement du Fonds Luxembourgeois

Luxembourg Future Fund investira soit directement soit indirectement à travers des fonds de fonds à capital risque, le cas échéant avec d’autres co-investisseurs.

Un nouvel instrument de diversification et de développement durables

II est entendu que le mode de fonctionnement est tel que l’Etat et la SNCI ou d’autres vont pouvoir contribuer au deal-flow en signalant au gestionnaire des projets potentiellement éligibles. Partant, Luxembourg Future Fund constituera un nouvel instrument complémentaire et d’importance de la politique de diversification et de développement durables de l’économie luxembourgeoise.

Le Luxembourg Future Fund devra décider d’une liste en principe négative des investissements ne remplissant pas les critères de responsabilité éthique, sociale ou environnementale.

Structure légale du Luxembourg Future Fund

Le FEI a une préférence pour un fonds fermé sous la forme d’un Fonds d’Investissement Spécialisé – SIF SICAV S.A. Il s’agit d’une structure de fonds qui doit obtenir l’agrément de la CSSF et qui fonctionne sous la surveillance de cette dernière.

Durée du fonds

Il est proposé que le fonds en question ait une durée de 15 ans qui peut être prolongée de maximum deux ans. Les investissements se feront sur les 5 premières années avec la possibilité d’augmenter la période d’investissement d’un an, sans toutefois exclure des réinvestissements ultérieurs des revenus générés par la cession d’actifs. Les parties devront s’engager à temps utile à discuter d’un fonds successeur (principe d’un fonds « evergreen »).

Gouvernance et reporting

Dans le cas d’une SICAV S.A., le Luxembourg Future Fund fonctionnera avec un Conseil d’administration, qui se composera de trois membres (deux membres seront désignés par la SNCI et un membre par le FEI) et une assemblée des actionnaires disposant des droits leur réservés par la loi et les statuts. Le Conseil sera informé des investissements du fond. Il lui incombera notamment d’assurer que tous les documents officiels requis soient préparés et transmis aux autorités de contrôles compétentes et que les assemblées des actionnaires soient préparées et tenues selon les règles de l’art.

Dans le cadre de la stratégie d’investissement arrêtée par les actionnaires, le FEI, en tant que gestionnaire du fonds, disposera d’un pouvoir de gestion indépendant (sélection, analyse et suivi des dossiers investis) qui lui sera délégué par le Conseil d’administration du Luxembourg Future Fund. Le FEI produira des rapports trimestriels sur le développement des investissements réalisés.

Un comité d’investissement sera créé (deux membres seront désignés par la SNCI et un membre par le FEI), qui disposera d’un droit de refus en ce qui concerne les décisions définitives d’investissement du fonds, identifiées et proposées par le gestionnaire, notamment afin de vérifier le respect de la condition concernant les retombées luxembourgeoises. Il est prévu que le comité d’investissement disposera aussi d’un droit de regard au niveau du suivi des projets et des désinvestissements.

Closing et démarrage des activités

Bien que le closing du fonds soit prévu pour le 1er semestre 2012, il est proposé que d’autres investisseurs stratégiques, qui adhèreraient aux objectifs et à la stratégie d’investissement du Luxembourg Future Fund et seraient prêts à s’engager pour une participation substantielle d’au moins 50 millions d’euros, pourraient rejoindre le fonds pendant les 12 mois suivant le closing. Chaque nouvel investisseur devrait être approuvé par les deux investisseurs fondateurs (FEI et SNCI). Il est prévu que la SNCI reste, dans
toutes les circonstances, majoritaire au niveau des droits de vote et du capital social.

Communiqué par le ministère des Finances et par le ministère de l’Économie et du Commerce extérieur

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