On April 19, 2008 Cancer Research UK and Cancer Research Technology (CRT) – the charity’s development and commercialisation arm – reported an innovative new arrangement to progress into clinical development a potential anti-cancer compound from AstraZeneca (Press release, Cancer Research Technology, APR 19, 2008, View Source [SID1234523381]).

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AstraZeneca’s AZD0424 – a tyrosine kinase inhibitor* – is the first drug to enter the charity’s Clinical Development Partnerships (CDP) programme. CDP was launched in 2006 to support the continuing development of promising anti-cancer agents. It offers companies an alternative model to traditional out licensing, which enables them to retain rights to the compound throughout the development programme. The compound is expected to enter phase I trials within the next 18 months.

Dr Keith Blundy, chief executive of CRT, said: "This Clinical Development and Option Agreement is very exciting for the charity and CRT. The signing of our first deal in the Clinical Development Partnership programme demonstrates how the charity and CRT can work with industry to provide innovative solutions that advance cancer discoveries and drugs towards the patient".

Under the terms of the partnership deal, Cancer Research UK’s highly experienced Drug Development Office will conduct the clinical trials at no cost to AstraZeneca. In addition, AstraZeneca retains the option to assume further development and marketing of the drug, with the charity receiving a share of any revenues. Potential downstream royalties have not been disclosed.

Dr Keith Blundy added, "Pharmaceutical and biotechnology companies have to prioritise which agents they take into clinical development. This, inevitably, leaves potentially effective treatments on companies’ shelves. AZD0424 is an interesting drug with real potential for patient benefit".

Brent Vose, VP Astra Zeneca’s Oncology Therapeutic Area said: "AstraZeneca is committed to the research and development of new, targeted anti-cancer therapies to improve the lives of cancer patients. We have a number of promising candidates in development and look forward to seeing the results of some key studies this year.

"In the meantime, we are actively pursing innovative new ways to progress the many new drug candidates being discovered by our dedicated cancer scientists. The CDP initiative presents an exciting opportunity to supplement our own development activities and ensure that we can develop as many of our candidates as possible. We’re looking forward to working with Cancer Research UK on this potential new treatment."

Harpal Kumar, chief executive of Cancer Research UK, said: "Increasing the number of new treatments for cancer patients is one of Cancer Research UK’s key goals. Opening up a seam of previously unmined but promising new anti-cancer drugs through the CDP programme, will be instrumental in achieving this."

On April 10, 2008 Takeda Pharmaceutical Company Limited ("Takeda", TSE: 4502) and Millennium Pharmaceuticals, Inc. (Nasdaq: MLNM) reported that they have entered into a definitive agreement pursuant to which Takeda will acquire Millennium for approximately $8.8 billion through a cash tender offer of $25.00 per share (Press release, Takeda, APR 10, 2008, View Source [SID:1234514750]). The transaction was unanimously approved by the Boards of Directors of both companies. Upon completion of the acquisition, Millennium will become a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited, and will continue operations in Cambridge, Massachusetts, as a standalone business unit. Millennium will be known as Millennium Pharmaceuticals, Inc., a Takeda Company.

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Millennium is a leading biopharmaceutical company. In the United States, Millennium markets VELCADE (bortezomib) for Injection—a novel, market-leading oncology product approved in more than 85 countries. Millennium has an innovation-driven discovery and development organization, which is advancing a pipeline of novel product candidates in oncology and inflammation. This includes a potential therapy for inflammatory bowel disease (IBD), which is expected to enter Phase III clinical trials in late 2008/early 2009. Millennium reported total revenues of approximately $528 million for 2007.

The acquisition of Millennium accelerates Takeda’s vision of becoming a global leader in oncology with critical mass in the areas of oncology discovery, development, regulatory affairs and commercialization. Millennium and Takeda have complementary research, development and commercialization capabilities, which have the potential to create a powerful new drug development engine and accelerate the potential of an emerging drug pipeline.

"Millennium greatly strengthens Takeda’s global oncology portfolio, led by the flagship product VELCADE, and further enhances its pipeline with clinically differentiated, high-quality product candidates," said Yasuchika Hasegawa, President of Takeda Pharmaceutical Company Limited. "Takeda is committed to becoming a global leader in oncology by delivering novel therapies that improve the standards of care for patients. Millennium has strong discovery, development and commercial capabilities led by a well-established management team. We are pleased that Dr. Deborah Dunsire, Millennium President and Chief Executive Officer, and the current management team intend to continue to lead the Company. Our strong desire is to retain Millennium employees, who have created an entrepreneurial and innovative culture."

"We are extremely proud of the commitment and passion of our employees, who have built this vibrant organization. We look forward to continued success as we join the Takeda Group," said Deborah Dunsire, M.D., President and Chief Executive Officer, Millennium. "Both companies share a common vision to develop breakthrough medicines for patients, become a global leader in oncology and expand the global reach of our IBD product candidates. We expect this transaction to help accelerate that vision and deliver tremendous value to patients, shareholders and our employees."

Key Strategic Benefits
Takeda expects that the acquisition of Millennium will:

• Provide access to a fully-integrated oncology discovery, development and commercial platform with a seasoned management team and talented employee base;
• Add VELCADE, a growing and market-leading oncology product with near-term worldwide blockbuster potential;
• Supply access to Millennium world-class drug discovery organization, including expertise in the novel research area of protein homeostasis;
• Capitalize on Millennium proven drug development capabilities and regulatory expertise, which allowed the Company to bring VELCADE to market rapidly;
• Leverage the Millennium experienced sales force, established relationships with oncology thought leaders and highly-regarded marketing capabilities to launch future products; and
• Expand Takeda’s global pipeline in GI, adding a novel anti-α4β7 antibody and an oral CCR9 inhibitor for the treatment of IBD.
Financial
Takeda will finance the acquisition through cash on hand. There is no financing condition to the tender offer or second step merger.

Takeda expects that the acquisition will enhance Takeda’s earnings starting in the fiscal year ended March 2010 before transaction related amortization. The addition of Millennium will enhance Takeda’s growth profile immediately.

Transaction Terms
The acquisition is structured as an all cash tender offer for all of the outstanding shares of Millennium common stock, followed by a merger in which remaining shares of Millennium would be converted into the right to receive the same US$25.00 cash per share price paid in the tender offer.

The transaction has been unanimously approved by the Boards of Directors of Millennium and Takeda.

The transaction is subject to the tender of a majority of Millennium common stock on a fully diluted basis as well as other customary closing conditions, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the antitrust laws of applicable foreign jurisdictions. The transaction is expected to close in the second-quarter of 2008.

Takeda America Holdings, Inc., which is wholly-owned by Takeda, has established Mahogany Acquisition Corp. as a wholly-owned subsidiary to effect the transaction. In the merger that follows completion of the tender offer, Mahogany Acquisition Corp. will be merged into Millennium, and the surviving entity will be an indirect wholly-owned subsidiary of Takeda.

On April 4, 2008 Jubilant Organosys Ltd. ("Jubilant") (BSE: 530019, NSE: JUBILANT) and DRAXIS Health Inc. ("DRAXIS") (TSX: DAX) (NASDAQ: DRAX) reported that they have entered into an arrangement agreement whereby a wholly-owned subsidiary of Jubilant Organosys Ltd (Press release, Jubilant Life Sciences, APR 4, 2008, View Source [SID1234527424]). ("Jubilant") will acquire all the outstanding common shares of DRAXIS at a price of US$6.00 per share in cash by way of a plan of arrangement. The total value of this transaction is approximately US$255 million.

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The purchase price represents a 22.4% premium over yesterday’s closing price of DRAXIS’s shares on NASDAQ and a 41.2% premium over the closing price of DRAXIS’s common shares on NASDAQ on March 13, 2008, the last trading day on NASDAQ prior to the request by securities regulators to explain increased trading in DRAXIS’s common stock on March 14, 2008.

The transaction was unanimously approved by the Board of Directors of DRAXIS on April 4th, 2008 following receipt of the recommendation of its Special Committee. DRAXIS’s Board has resolved to recommend to its shareholders that they vote in favor of the transaction on the basis that it creates immediate value for DRAXIS shareholders. As well, the Board expects the transaction to provide operational and technical resources to accelerate the growth of DRAXIS’s business and its customer base.

Commenting on the acquisition, Mr. Shyam S. Bhartia, Chairman & Managing Director and Mr. Hari S. Bhartia, Co-Chairman & Managing Director of Jubilant Organosys Ltd. said, "DRAXIS represents a unique opportunity in the North American market, offering Jubilant entry into the attractive, regulated, high growth and high margin radiopharmaceutical business. It also enables Jubilant to consolidate its position in the sterile and non-sterile contract manufacturing business. With this acquisition Jubilant will become one of the leading providers of contract manufacturing of small volume parenterals to large pharmaceuticals and biotech companies in North America. DRAXIS has an excellent regulatory track record, with its management and employees having a wealth of experience and expertise in radiopharmaceuticals and contract manufacturing. Jubilant is committed to grow DRAXIS by supporting management and employees through new product launches, entry into new markets and expansion of customer base."

About the Transaction

The transaction will be carried out by way of a statutory plan of arrangement pursuant to the Canada Business Corporations Act and must be approved by the Québec Superior Court and the affirmative vote of DRAXIS’s shareholders at a special meeting of shareholders. The proposed transaction is expected to close in the second quarter of 2008, shortly after receipt of shareholder and court approvals. The completion of the transaction is subject to customary closing conditions. The arrangement agreement contains customary non-solicitation provisions, but permits DRAXIS, in certain circumstances, to terminate the arrangement and accept an unsolicited superior proposal, subject to fulfilling certain conditions. DRAXIS has agreed to pay Jubilant a break fee of $10.5 million in such circumstances and certain other limited circumstances if the transaction is not completed. Jubilant plans to fund the acquisition through a combination of cash-on-hand and debt. The transaction is not contingent on any financing condition. Details regarding these and other terms of the transaction are set out in the arrangement agreement, which will be filed by DRAXIS on the Canadian SEDAR website at www.sedar.com and at the SEC’s EDGAR website at www.sec.gov. Further information regarding the transaction will be contained in a proxy circular that DRAXIS will prepare and mail to holders of common shares in connection with the special meeting of shareholders to be held to approve the transaction. It is expected that these materials will be mailed in April 2008 for a meeting to be held in May 2008. Once mailed, the proxy circular will be available at www.sedar.com and www.sec.gov. All shareholders are urged to read the proxy circular once it is available. Banc of America Securities Canada Co. has acted as financial advisor to DRAXIS and McCarthy Tétrault LLP is legal counsel to DRAXIS. Fasken Martineau is legal counsel to the Special Committee of the Board. Lazard has acted as financial advisor to Jubilant and Osler Hoskin & Harcourt LLP is acting as legal counsel to Jubilant.

On January 17, 2008 Cancer Research Technology Limited (CRT), the specialist oncology-focused development and commercialisation company, reported it has granted an exclusive worldwide licence to Glycart Biotechnology, a member of the Roche group, to develop a preclinical antibody for the treatment of cancer (Press release, Cancer Research Technology, JAN 17, 2008, View Source [SID1234523382]).

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The licensed antibody selectively binds to a cell surface-presented protein that is over-expressed in certain types of cancer including colorectal cancer. The antibody was originally developed by Cancer Research UK.

Glycart will use its proprietary GlycoMAB technology to enhance the in vivo efficacy of the antibody. A research collaboration between CRT, Glycart and the University of Oxford has been established to investigate the potential efficacy of the glyco-engineered antibody in pre-clinical studies.

Dr Phil L’Huillier, CRT’s director of business management, said: "This is a significant step forward in the development of this technology as a therapeutic agent. We’re very pleased that Glycart is taking this exciting antibody forward and we look forward to the development of a therapeutic that will help treat bowel cancer more efficiently."

On December 18, 2007 Pfizer Inc reported it has entered into an agreement to acquire CovX, a privately-held biotherapeutics company specializing in preclinical oncology and metabolic research and a developer of a biotherapeutics technology platform that will enhance Pfizer’s biologic portfolio (Press release, Pfizer, DEC 18, 2007, View Source [SID1234523621]).

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"The acquisition of CovX is a further step in Pfizer’s strategy to acquire and identify new product candidates that we can put into development, leveraging both Pfizer’s expertise and that of world-class scientists charged with discovering and bringing in new compounds," said Jeffrey Kindler, chairman and chief executive officer of Pfizer. "With this deal, we are building on our recent announcement of a new Biotherapeutic and Bioinnovation Center based in California and led by Dr. Corey Goodman. We are looking for the best science wherever we can find it, with a special focus in our priority areas, such as biotherapeutics."

CovX’s biotherapeutic platform is a technology that links therapeutic peptides to an antibody "scaffold". The peptide targets the disease while the antibody scaffold allows the peptide to remain in the body long enough to achieve therapeutic benefit. The technology thereby allows half-life extension and bioavailability to support optimal dosing regimens for peptide therapeutics.

As validation of this technology, CovX has generated three early- stage compounds, one diabetes and two oncology compounds, that are expected to further strengthen Pfizer’s biologic pipeline portfolio.

Based in La Jolla, California, CovX will operate as a division of Pfizer’s new Biotherapeutic and Bioinnovation Center.

"This deal demonstrates Pfizer’s ongoing commitment to build a competitive biotherapeutics enterprise through the acquisition of talented scientists, promising product candidates and a cutting edge technology platform," said Dr. Corey Goodman, president of Pfizer’s Biotherapeutic and Bioinnovation Center. "CovX scientists will remain in place, which reflects our decision to partner differently and maximize the productivity of the research initiatives underway outside of our walls."

"We are pleased to transition the CovX technology to Pfizer’s Biotherapeutic and Bioinnovation group and are confident they have the vision and resources to scale the platform and realize the opportunity to make efficacious drugs which will make a difference in peoples’ lives," stated Shehan Dissanayake, Chairman of CovX and CEO of Tavistock Life Sciences.

The acquisition is subject to customary closing conditions (including approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976), and is expected to close in the first quarter of 2008. Financial terms of the agreement were not disclosed.

More information on both companies and the peptide technology can be found at www.pfizer.com and www.covx.com.