To: Icebrg who wrote (898 ) 2/5/2002 1:39:32 PM From: Icebrg Respond to of 2243 Some more on the ImaRx JV. This is interesting as this seems to represent a typical deal structure, where Elan starts with a relative small equity interest. Typically 19.something. Most probably in order to avoid having to report the holding as an affilitated company under Irish GAAP. But, they also retain the right (not obligation, mind you) to go to 50 % if the venture is successful. I have seen that kind of arrangment a couple of times before.ImaRx Therapeutics Inc., a star among Tucson's biotechnology companies that has garnered nearly $6 million from Arizona investors, has entered into a research joint venture with an international specialty pharmaceutical company. The agreement will enable the joint venture with Ireland-based Elan Corp. to develop and commercialize HydroPlex, a drug-delivery technology for an anti-cancer medicine. ImaRx plans to add perhaps 10 employees to its current staff of 21 by the end of the year and employ as many as 100 well-paid scientists and support workers by 2005. "This an exciting company right here in our own backyard," Mike Rodgers, ImaRx vice president and chief financial officer, said in an interview yesterday. "The success of ImaRx could be a bellwether of important things to come, which would be very positive for this community." ImaRx recently completed several rounds of financing, raising $8.3 million in equity. About $6 million of that amount comes from Arizona investors, including private investors associated with the Desert Angels. The recently formed network of individual investors pumped $612,000 into ImaRx. The Arizona Angels, a similar group based in Scottsdale, threw in $637,500. Coronado Venture Fund and Solstice Capital, two Tucson-based venture capital firms, also provided equity to ImaRx. Private investors from Texas and a San Francisco hedge fund also invested in the company. Elan contributed $2 million for general expeditures to ImaRx. It is also providing $8 million to finance the joint venture. In addition, Elan is providing the Tucson company with a $5.2 million line of credit to help fund the joint venture. "In securing a deal with Elan, we are validating our intellectual properties and our technologies," Rodgers said. "It allows us to establish relationships with some of our other technologies and it puts us on the map within the pharmaceutical industry, with an exclamation point." Elan has a great deal of manufacturing capacity and a sales force of about 1,600 in North America. "They need innovative products in cardiovascular and oncology medicine," Rodgers said. "But they have a limited supply of their own products to keep their plant and sales force productive," Rodgers said. Dr. Larry Sternson, president of Elan Pharmaceutical Technologies, said in a prepared statement, "We look forward to working with a highly innovative company like ImaRx that has a leading position in energy-activated and passive drug-delivery systems." ImaRx initially will be the majority owner of the joint venture, but Elan could become a 50 percent owner on the second anniversary of the joint venture.