>>MELVILLE, N.Y. & FOSTER CITY, Calif.--(BW HealthWire)--Nov. 26, 2001--OSI Pharmaceuticals (Nasdaq: OSIP - news) and Gilead Sciences (Nasdaq: GILD - news) today announced that they have signed an agreement, valued at up to $200 million in cash and stock, under which Gilead will sell assets from its oncology business to OSI. OSI will acquire Gilead's pipeline of clinical candidates in oncology and all related intellectual property, as well as Gilead's Boulder, Colorado operations, including clinical research and drug development personnel, infrastructure and facilities. In consideration of these assets, OSI will pay to Gilead $130 million in cash and $40 million in shares of OSI common stock upon the closing of the transaction. OSI will also pay to Gilead up to an additional $30 million in either cash or a combination of cash and OSI common stock upon the achievement of certain milestones related to the development of NX211, the most advanced of Gilead's oncology product candidates.
This transaction will accelerate OSI's development and commercialization capabilities with the addition of an outstanding and complementary drug development and oncology group, and will augment OSI's pipeline of gene-targeted small molecule therapeutics with several promising next-generation cytotoxics currently in clinical development. The transaction will allow Gilead to increase its focus on its core expertise in infectious diseases. Specifically, Gilead will strengthen its commercial capabilities to support recent and upcoming antiviral drug launches, bolster its investment in discovery and preclinical development of promising infectious disease product candidates and continue to expand its product portfolio through in-licensing and acquisition opportunities. Gilead and OSI expect to close the transaction by year-end, subject to antitrust clearance and satisfaction of other customary conditions. Lazard Freres & Co. LLC acted as advisors to OSI on this transaction and J.P. Morgan Securities acted as advisors to Gilead.
Under the terms of the transaction, OSI will receive exclusive worldwide development and commercialization rights to Gilead's three clinical development candidates in oncology. NX211 (liposomal lurtotecan), a proprietary liposomal formulation of the active topoisomerase I inhibitor lurtotecan, is currently in Phase II clinical trials for the potential treatment of a variety of solid tumors, including ovarian and small cell lung cancer. GS7836, a novel nucleoside analogue, is in Phase I clinical trials and has demonstrated activity in a variety of refractory solid tumor xenograft models. GS7904L, a liposomal thymidylate synthase inhibitor, will enter Phase I clinical trials shortly, having demonstrated promising activity in preclinical testing for the potential treatment of various solid tumors.
Under a manufacturing agreement, Gilead will produce for OSI liposomal formulations of NX211 and GS7904L, the two liposomal products in Gilead's pipeline, at its manufacturing facility in San Dimas, CA.
``With this transaction we have accomplished one of our key goals we stated for 2001: adding world class oncology development capabilities and a solid clinical pipeline to our growing franchise in cancer. In pursuing our goal of becoming leaders in oncology, we believe it is essential to recognize the continuing merits of new and improved cytotoxic agents as complementary assets to our next- generation, targeted-therapy approaches in discovery. We are convinced this deal both effectively balances our pipeline and delivers across the board excellence in our discovery and development capabilities,'' stated Colin Goddard, Ph.D., Chairman and Chief Executive Officer of OSI Pharmaceuticals. ``We are pleased to have been able to accomplish this through a transaction which represents a clear win-win for both parties, allowing Gilead to continue to focus on its strength as a pre-eminent organization in the infectious diseases arena.''
OSI's Growing Oncology Franchise
Nicole Onetto, MD, Gilead's Senior Vice President of Medical Affairs and former senior executive in the Bristol-Myers Squibb oncology organization, will join OSI as Executive Vice President for Oncology to head up OSI's growing oncology division, and will report directly to Dr. Goddard. Gilead executives Robert Simon and Dr. Pedro Santabarbara, also both Bristol-Myers Squibb alumni, will become OSI's Vice President, Global Regulatory Affairs and Vice President, Clinical Research, respectively. Dr. Ray Bendele will become OSI's Vice President, Preclinical Research. These individuals will complement OSI's established leadership in oncology research headed by Dr. Nicholas Bacopoulos, OSI's President and Head of Research and Development, Dr. Arthur Bruskin, OSI's Executive Vice President, Research and Dr. Neil Gibson, OSI's Vice President, U.S. Research, to lead a strong and comprehensive oncology group consisting of more than 250 research and development professionals.
In addition to Tarceva(TM), OSI's anti-EGFR product currently being developed in Phase III trials with Genentech, Inc. and Roche, OSI will now add NX211, GS7836 and GS7904L to its proprietary clinical pipeline, which includes CP-547,632 (a VEGFR inhibitor) and CP-609,754 (a farnesyl transferase inhibitor), both of which entered Phase I clinical trials from the OSI/Pfizer alliance in cancer discovery. OSI's research efforts in oncology are focused on the discovery of next-generation small molecule targeted therapies that directly address the genetic and growth regulatory abberations associated with cancer. With a full array of cancer drug discovery and development capabilities, OSI is now positioned to rapidly develop products emerging from its own pipeline, compete for premier in-licensing opportunities and evolve an effective commercial operation.
``I am certain that the significant achievements of our oncology team, which under the leadership of Nicole Onetto has successfully advanced three oncology products forward in clinical development, and the addition of Gilead's promising anti-cancer portfolio, will help OSI solidify its competitive business in oncology,'' said John C. Martin, Ph.D., President and Chief Executive Officer of Gilead Sciences. ``By focusing on our core expertise in infectious diseases, we will be able to best distinguish Gilead as a world leader in the development of innovative therapeutics that will set new standards for the treatment of patients with life-threatening illnesses.''<<
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Cheers, Tuck |
