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Biotech / Medical : MGI Pharma MOGN New patents, anti cancer -- Ignore unavailable to you. Want to Upgrade?

To: Icebrg who wrote (1527)	10/2/2004 6:45:12 AM
From: Icebrg	Respond to of 1826

Aesgen - From 8-K filed yesterday. Item 2.01 Completion of Acquisition or Disposition of Assets On September 28, 2004, MGIP Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of MGI PHARMA, INC. (the “Company”), merged with and into Aesgen, Inc., a Delaware corporation (“Aesgen”), with Aesgen surviving as a wholly owned subsidiary of the Company, pursuant to an Agreement and Plan of Merger and Reorganization by and among the Company, Aesgen, MGIP Acquisition Corp. and the equityholders’ representative listed therein, dated as of August 30, 2004. A copy of the Agreement and Plan of Merger and Reorganization is attached to this report as an exhibit. Aesgen is a company focused on treating the side effects associated with cancer treatments. Through the merger, the Company acquired all of the ownership interests in Aesgen from its securityholders. The Company paid $32 million at the closing as merger consideration to Aesgen’s former securityholders. The Company is also obligated to pay $33 Million to Aesgen’s former securityholders upon FDA approval of Aesgen’s lead product currently known as Saforis (TM), and an additional $25 million in the event that net sales of Aesgen products containing L-Glutamine, including Saforis, exceed $50 million in the second year after commercial launch of Saforis. After aggregate net sales of Saforis exceed $50 million, the Company will also be obligated to pay Aesgen’s former securityholders a 5% royalty on net sales of Saforis through the end of the ten-year period commencing upon commercial launch of Saforis. There are no material relationships between Aesgen’s securityholders and the Company or any of its affiliates, or any director or officer of the Company, or any associate of any such director or officer, other than in respect of the above described merger. Furthermore, there are no material relationships between the sources of the funds used by the Company in the merger and the Company or any of its affiliates.