The following release is about LGND but the key is Kevin Kinsella who I believe was the head of SQNA which was merged into AXPH. I also think he had a lot of shares of AXPH and has been selling. Maybe (just a guess) yesterday's dump had to do with him selling the last to raise the cash to fund his share of the following. Just a WAG.
Ligand and Private Investors Establish X-Ceptor Therapeutics
SAN DIEGO--(BW HealthWire)--July 1, 1999--
X-Ceptor Therapeutics to Accelerate the Research and Development of
Orphan Nuclear Receptors-Based Therapeutics
Ligand Pharmaceuticals Incorporated (Nasdaq:LGND) announced today the formation of a new private corporation, X-Ceptor Therapeutics, Inc., whose mission is to conduct research in and identify therapeutic products from the field of orphan nuclear receptors.
The founding principal shareholders of X-Ceptor are Kevin J. Kinsella, Domain Associates, L.L.C., A.M. Pappas & Associates, funds affiliated with Farallon Capital Management, L.L.C., and several other private investors. Taking the position of a minority equity investor, Ligand will contribute enabling technology to X-Ceptor and will have the right to acquire all of the capital stock of X-Ceptor for a predetermined purchase price after a specified period of time.
To date, X-Ceptor has received approximately $11.1 million of financing from outside investors and $2.8 million from Ligand. X-Ceptor plans to raise up to $11.1 million of additional funding in the third quarter 1999, including an additional $2.2 million from Ligand, for total funding in the venture of up to $25 million.
"The formation and funding of X-Ceptor is an exciting strategic transaction for Ligand, as it enables accelerated development of this early-stage technology with assembly of critical mass resources through outside private funding," said Ligand Chairman, President and CEO David E. Robinson. "It also allows Ligand to develop our long-term technology base and share the risk as well as the potential upside of a leading orphan nuclear receptor venture without the direct management, financing or full profit and loss responsibility."
"Combining Ligand's extensive orphan nuclear receptors technology with some of the best minds in this field in a substantially capitalized, creative new strategic venture provides a solid foundation for the research and discovery work we will be conducting at X-Ceptor," said Kevin J. Kinsella, X-Ceptor Chairman and Chief Executive Officer.
"The orphan nuclear receptors technology is a subset of Ligand's intracellular receptors (IRs) technology which has generated Panretin(R), Targretin(R) and many of Ligand's other product leads," said Andres Negro-Vilar, M.D., Ph.D., Ligand Senior Vice President of Research and Chief Scientific Officer. "Orphan nuclear receptors are members of the IR superfamily that do not yet have identified endogenous ligands. Ligand believes that among the orphan nuclear receptors may be receptors for uncharacterized small molecule hormones and that the physiological roles of the various orphan nuclear receptors are likely to be diverse and biologically important, thus representing attractive therapeutic targets."
X-Ceptor initially raised $1.1 million through the issuance and sale of Series A Convertible Preferred Stock to investors including Kevin J. Kinsella, Domain Associates and A.M. Pappas & Associates. Proceeds are being used for start-up activities. X-Ceptor raised an additional $10.0 million from investors other than Ligand through the issuance and sale of Series B Convertible Preferred Stock (Series B Stock). At the first closing of the Series B Stock financing, Ligand invested $2.8 million in cash in exchange for shares of Series B Stock; Ligand's investment will be accounted for under the equity method. In addition, Ligand granted to X-Ceptor an exclusive license to use the Ligand orphan nuclear receptors technology that is not currently committed to other partnership programs and a nonexclusive license to use Ligand's enabling proprietary process technology as it relates to drug discovery using orphan nuclear receptors. X-Ceptor has also reimbursed Ligand for prior research and development expenses incurred related to the orphan nuclear receptors technology with a payment of $2 million. The majority of the expense reimbursement will be recorded as income in the second quarter 1999.
A second issuance and sale of Series B Stock is planned in the third quarter 1999. At the closing of the second Series B Stock financing, Ligand will invest up to an additional $2.2 million and issue an aggregate of up to 950,000 Ligand warrants to X-Ceptor investors and founders, based upon a cumulative investment of up to $20 million from all other investors in X-Ceptor. The exercise price of these warrants is set at $13.80, a 30% premium to the average of the closing price of Ligand Common Stock for the 20 trading days immediately prior to this announcement. The warrants will expire five years from the date of issuance.
Under the Ligand option to purchase X-Ceptor stock, Ligand will have the right but not the obligation to acquire all, but not less than all, of the outstanding X-Ceptor stock at the time of the third year anniversary of the closing of the initial Series B Stock financing or upon the cash balance of X-Ceptor falling below a pre-determined amount. Upon certain conditions, Ligand may extend the option by 12 months by providing additional funding of $5 million. The option price, payable pro-rata based on total cumulative non-Ligand funding, is up to $61.4 million in three years (or earlier, in certain circumstances) or up to $79.8 million in four years. The option price may be paid in cash or shares of Ligand common stock, or any combination of the two, at Ligand's sole discretion.
To accomplish its research and development goals, X-Ceptor may enter into corporate partnerships, with certain restrictions regarding transfer of rights to Ligand in the event of an exercise of the Ligand option.
"Included among the scientific luminaries who served as catalysts and scientific advisors for the formation of X-Ceptor are Dr. Ronald Evans, a professor in the Gene Expression Laboratory of The Salk Institute and an Investigator of the Howard Hughes Medical Institute, and Dr. Bert W. O'Malley, professor and Chairman of the Department of Cell Biology at the Baylor College of Medicine and the Director of the Center for Reproductive Biology. The scientific vision of these two leaders in the field of orphan nuclear receptors and access to Ligand's orphan nuclear receptors technology were exciting drivers for the formation of X-Ceptor and provided the essential catalyst to establish a leading venture in the field with a critical mass effort," said Arthur Klausner, a General Partner of Domain Associates.
X-Ceptor Therapeutics, Inc.
X-Ceptor Therapeutics, Inc. is a private corporation whose mission is to conduct research in and identify therapeutic products from the field of orphan nuclear receptors. X-Ceptor has been granted an exclusive license to use Ligand Pharmaceuticals Incorporated's orphan nuclear receptors technology that is not currently committed to other partnership programs and a nonexclusive license to use Ligand's enabling proprietary process technology as it relates to drug discovery using orphan nuclear receptors. Ligand Pharmaceuticals Incorporated holds Series B Convertible Preferred Stock in X-Ceptor and Ligand has the right to acquire all of the shares of X-Ceptor capital stock under certain conditions.
Ligand Pharmaceuticals Incorporated
Ligand Pharmaceuticals Incorporated discovers, develops and markets new drugs that address critical unmet medical needs of patients in the areas of cancer, skin diseases, and men's and women's hormone-related diseases, as well as osteoporosis, metabolic disorders and cardiovascular and inflammatory diseases. Ligand's first two drugs were approved for marketing in the U.S. in early 1999 -- Panretin(R) gel and ONTAK(TM) -- and are being marketed through its specialty cancer and HIV-center sales force in the U.S. Four additional oncology-related products are in late-stage development, including Targretin(R) capsules, Targretin(R) gel, Panretin(R) capsules, and Morphelan(TM) (licensed from Elan). Ligand's proprietary drug discovery and development programs are based on its leadership position in gene transcription technology, primarily related to Intracellular Receptors (IR) and Signal Transducers and Activators of Transcription (STATs).
Except for the historical information contained herein, this news release may contain certain forward looking statements by Ligand and actual results could differ materially from those described as a result of factors including, but not limited to, the following. There can be no assurance that X-Ceptor will be successful in closing the second Series B Stock financing and will raise sufficient funds for operations; that X-Ceptor will be able to identify viable therapeutic targets; that Ligand will find the therapeutic targets developed by X-Ceptor to be economically attractive such that Ligand exercises the Ligand option and that Ligand and X-Ceptor will be able to hire and retain qualified personnel. Additional information concerning these factors can be found in press releases as well as in Ligand's public periodic filings with the Securities and Exchange Commission. Ligand disclaims any intent or obligation to update these forward-looking statements beyond the date of this release.
Note: Public information on Ligand Pharmaceuticals Incorporated, including our financial statements and other filings with the Securities and Exchange Commission, our recent press releases and the package inserts for products approved for sales and distribution in the United States, is available on our website at ligand.com.
Ligand Pharmaceuticals' releases are available via fax at no charge by calling 888/329-9832 or on the World Wide Web at www.businesswire.com/cnn/lgnd.htm.
Panretin(R) and Targretin(R) are registered trademarks of Ligand Pharmaceuticals Incorporated, and ONTAK(TM) is a trademark of Seragen, Inc., a wholly owned subsidiary of Ligand.
CONTACT:
Ligand Pharmaceuticals Incorporated
Paul V. Maier, 858/550-7573 |
