Cephalon, Inc. has signed a definitive merger agreement
under which it will acquire all of the outstanding capital stock of Gemin X
Pharmaceuticals, Inc., a privately-held biopharmaceutical company developing
first-in-class cancer therapeutics, for $225 million cash on a cash-free,
debt-free basis. Gemin X stockholders could also receive up to $300 million in
cash payments upon the achievement of certain regulatory and sales milestones.
There are no royalty obligations to Gemin X stockholders. The agreement
is subject to customary closing conditions including the receipt of necessary
regulatory approvals.
Gemin X is developing a pipeline of targeted cancer
therapeutics based on reinitiating programmed forms of cell death, including
apoptotic and autophagic cell death, and based on the inhibition of metabolism
in cancerous cells. Gemin X's lead product candidate, obatoclax (GX15-070), is
a pan Bcl-2 inhibitor with particular potency for the dominant protein Mcl-1
and is currently completing a randomized, controlled, Phase 2b clinical trial
in more than 160 patients with extensive stage small cell lung cancer
(ES-SCLC). The trial is evaluating the safety and efficacy of obatoclax as a
first line treatment in combination with standard chemotherapy. Enrollment in
the trial was completed in November 2009 and full data have been submitted for
presentation at upcoming scientific meetings.
In addition to ES-SCLC, preclinical and clinical activity
has also been observed for obatoclax as both a single agent, and in combination
with standard therapies, across a wide range of cancer indications. In
addition to obatoclax, Gemin X has several targeted programs in development,
including teglarinad (GMX1777), a Phase 1/2 novel inhibitor of NAD+ synthesis,
and a preclinical telomere capping program.
"I am pleased to have entered into a merger agreement
with Gemin X," said Kevin Buchi, CEO of Cephalon. "Its array of
novel, targeted cancer therapeutics is a welcome addition to our current
oncology portfolio. I am particularly excited about Gemin X's lead compound,
obatoclax, which if successful has the potential to significantly benefit
patients suffering from small cell lung cancer – a devastating disease for
which current treatments are limited and additional therapies are desperately
needed."
"Gemin X and our investors have been very excited by
the promise and potential of our obatoclax program in patients with extensive
stage small cell lung cancer, a condition for which there has been no change in
the standard of care for 25 years. The management team of Gemin X, as well as
our investors, believes that Cephalon has the history of innovation and the
proven expertise to continue the advancement of obatoclax and realize the
potential of our full pipeline of targeted cancer therapies. I'd like to
recognize the contributions of the Gemin X management team, employees and our
committed, experienced lead investors, Caxton Advantage and Sanderling
Ventures, for their expertise guiding us through to this successful
outcome," said Peter R. Dolan, Chairman and Chief Executive Officer of
Gemin X. "This acquisition not only returns value to Gemin X's
shareholders, but most importantly it enables the rapid and efficient
advancement of an innovative program in an indication where cancer patients
desperately need safe and effective treatments."
The merger is expected to close in the second quarter of
2011, after which Gemin X will become a wholly-owned subsidiary of Cephalon.