News:
MARION ROUSSEL AND ARIAD FORM JOINT VENTURE IN FUNCTIONAL GENOMICS
BRIDGEWATER, N.J., CAMBRIDGE, Mass., and FRANKFURT, Germany, March 6
/PRNewswire/ -- Hoechst Marion Roussel, the pharmaceutical division of
Hoechst, and ARIAD Pharmaceuticals, Inc. (Nasdaq: ARIA) today announced
that they have reached an agreement to enter into a 50/50 joint venture
to pursue functional genomics. The companies have agreed to commit $85
million to the establishment of the joint venture and its first five
years of operation. The joint venture, called the Hoechst-ARIAD
Genomics Center, LLC, will be located at ARIAD's research facilities in
Cambridge, Massachusetts.
The closing of the transaction is subject to expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976 and other closing conditions.
The Genomics Center will employ state-of-the-art technologies in
molecular and cellular genetics and bioinformatics to analyze human
genes and identify those genes that encode novel therapeutic proteins
or targets for small- molecule drug discovery. Operating costs of the
joint venture and the rights to candidate therapeutic proteins and drug
targets will be divided equally between Hoechst Marion Roussel and
ARIAD. Should either parent company seek a partner to develop and/or
commercialize a product resulting from the joint venture, it must first
offer to negotiate with the other parent company.
Concurrent with the establishment of the joint venture, ARIAD entered
into a subscription to the Incyte Pharmaceuticals LifeSeq(R) database,
and Hoechst Marion Roussel amended its LifeSeq(R) database
subscription, both subject to closing of the transaction. The Genomics
Center will be an installation site for the LifeSeq(R) database. The
LifeSeq(R) database is one of the world's largest sources of genomic
data, containing gene sequence and expression information from normal
as well as diseased cells and tissues from most of the major tissues of
the human body.
In connection with the signing of the joint venture agreement, Hoechst
Marion Roussel agreed to purchase 2.5 million shares of ARIAD series B
convertible preferred stock for $24 million at closing. This preferred
stock is convertible one-for-one into ARIAD common stock and represents
12 percent of ARIAD's outstanding shares. At ARIAD's option, Hoechst
Marion Roussel will make additional purchases of series B preferred
stock aggregating up to $25 million. These purchases will be made in
accordance with a predefined pricing formula but in no case will
represent more than a total of 1.8 million additional shares of ARIAD
preferred stock. The stock purchase agreement also contains
provisions restricting the further purchase or sale by Hoechst Marion
Roussel of ARIAD stock for a period extending beyond the term of the
joint venture.
Both parties will make all of their relevant technologies available to
the Genomics Center, including Hoechst Marion Roussel's transgenic
animal expertise and ARIAD's gene expression regulation technology for
use in determining gene function. ARIAD will provide scientific and
administrative services for the joint venture under agreements between
ARIAD and the Genomics Center. In addition, scientists from both
parent companies will contribute to Genomics Center research projects.
"Hoechst Marion Roussel's research strategy includes a stronger
commitment to genomics and functional genomics," said Frank Douglas,
Ph.D., M.D., global head of research at Hoechst Marion Roussel. "The
joint venture will complement the activities at our biotechnology
center in Martinsried near Munich and our major discovery sites in
Frankfurt, Germany; Romainville, France; and Bridgewater, New Jersey.
It will further enhance our existing alliances that include Incyte.
Together with ARIAD and its capabilities in molecular and cellular
genetics, we will build on the successful relationship that already
exists between Hoechst Marion Roussel and ARIAD. And, this is yet
another example of Hoechst's long-term commitment to biotechnology,
having been among the early pioneers of genetic engineering."
"Through our collaboration in the bone disease area, ARIAD and Hoechst
Marion Roussel have demonstrated the ability to work closely together
to achieve predefined research goals," said Harvey J. Berger, M.D.,
chairman and chief executive officer of ARIAD. "Our combined
commitment to this joint venture, and the considerable talent and
technical resources that each company will contribute, will make the
Genomics Center one of the leading enterprises in the emerging area of
functional genomics.
"Hoechst Marion Roussel, a world leader in pharmaceutical-based health
care, is dedicated to extending and enhancing human life through the
discovery, development, manufacture and sale of pharmaceutical
products. Hoechst Marion Roussel has global headquarters in Frankfurt,
Germany.
ARIAD Pharmaceuticals is engaged in the discovery and development of
novel pharmaceuticals based on intracellular signaling technology. The
company has established highly integrated capabilities in functional
genomics, molecular cell biology, structure-based drug design,
combinatorial chemistry and pharmacology. ARIAD is developing
small-molecule drugs that block signal transduction pathways in cells
responsible for osteoporosis, and immune and inflammatory diseases. In
addition, the company has developed a system to control signal
transduction pathways for the regulation of therapeutic protein
production in gene therapy.
Some of the matters discussed in this news release are forward-looking
statements that involve risks and uncertainties, including but not
limited to economic, competitive, governmental and technological
factors affecting ARIAD's operations, markets, products, services and
prices, and other factors discussed under the heading "Cautionary
Statement Regarding Forward-Looking Statements" in ARIAD's Annual
Report on Form 10-K filed with the Securities and Exchange Commission.
SOURCE ARIAD Pharmaceuticals, Inc.
-0- 03/06/97 /CONTACT: Ruthann Grey,
908-231-2211 or Lori Kraut, 908-231-5752, both of Hoechst Marion
Roussel or David O'Reilly, 617-494-0400 or Tom Pearson, 610-407-9260
both of ARIAD/
CO: ARIAD Pharmaceuticals, Hoechst Marion Roussel ST: New Jersey,
Massachusetts IN: MTC SU: JVN |
