Sangamo BioSciences, Inc.
SGMO announced that it signed a definitive agreement to acquire
Ceregene, Inc., a privately held biotechnology company focused on developing
adeno-associated virus (AAV) gene therapies. Sangamo will host a
teleconference at 8:30 am ET tomorrow, Tuesday, August 27, 2013, to discuss
the acquisition and provide a general business overview.
"Ceregene is a leader in development and manufacturing of AAV-based therapies
with significant clinical development experience," said Edward Lanphier,
Sangamo's president and CEO. "Since their inception in 2001, the company has
safely treated over 115 subjects in four clinical trials. Sangamo has acquired
all of Ceregene's AAV assets including CERE-110, AAV delivery of nerve growth
factor (NGF) to the brain for the treatment of Alzheimer's disease. CERE-110
is being evaluated in a fully enrolled and fully funded Phase 2 clinical
trial. In addition to the AAV platform, the assets also include one of the
world's largest databases of AAV GMP manufacturing know-how, toxicology data,
and safety data from their human clinical trials, which will be an invaluable
resource as we advance our ZFP Therapeutics."
Under the terms of the definitive agreement Sangamo will issue to the
stockholders of Ceregene 100,000 shares of Sangamo's common stock, which
represents less than 0.2 percent of Sangamo's total shares outstanding. In
addition, Sangamo has agreed to make contingent earn-out payments to the
stockholders of Ceregene based upon revenues generated from license or sales
transaction of certain existing products of Ceregene. The acquisition is
expected to close in September 2013, subject to customary closing conditions.
The Company does not expect the acquisition, including the ongoing Phase 2
clinical trial, to have any impact on its financial guidance regarding 2013
operating expenses or yearend cash. A more detailed description of the terms
of the definitive agreement is available in the Form 8-K filed by the Company
with the Securities and Exchange Commission on this date.
Sangamo will receive over 120 issued, pending or in-licensed patents that
include patent families covering the AAV vector platform and manufacturing
methods, therapeutic transgenes, and technology for direct administration of
AAV to the brain. Sangamo will also have access to GMP master cell banks,
materials and manufacturing know-how that will expand its capabilities in AAV
manufacturing as well as a database of preclinical efficacy and toxicology
studies and other documentation supporting Ceregene's Investigational New Drug
(IND) applications. These materials provide valuable reference materials for
Sangamo in the preparation and filing of IND applications for its in vivo ZFP
Therapeutics^®, particularly those that target the brain. In addition, Sangamo
will acquire all of Ceregene's preclinical and clinical therapeutic programs
including its ongoing double-blind, placebo-controlled Phase 2 trial to
evaluate its NGF-AAV (CERE-110) in Alzheimer's disease (AD) and the
proprietary needle device for brain delivery of AAV with supporting regulatory
documentation and clinical experience.
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