A Diagnostics & Imaging Week

Nanogen (San Diego), developer of molecular and rapid diagnostic products, said it has filed for bankruptcy and has agreed to sell substantially all of its assets to The Elitech Group (Eindhoven Area, the Netherlands), a private diagnostics company, for $25.7 million.

The deal is subject to approval from the bankruptcy court, Nanogen said, which may solicit better offers for the assets through an auction process.

The filing does not affect the operations of Nanogen Advanced Diagnostics (NAD; Milan, Italy), the company's European affiliate, or NAD's creditors and lenders as NAD is not a party to the company's bankruptcy filing, Nanogen noted. After deal closing, Elitech will acquire ownership of NAD.

On Jan. 21, Nanogen reported that it would seek alternatives to the previously disclosed share exchange agreement with Elitech. Despite extensive and thorough efforts by the company and its advisors, Nanogen said it was unable to secure sufficient working capital or alternative corporate transactions to enable the company to service its debt obligations and fund its operations. Nanogen's management said it believes that filing for relief under Chapter 11 and the proposed sale of its businesses are in the best interest of the company, as well as its partners, vendors, customers and creditors.

Nanogen said it will not have sufficient proceeds to permit distributions of cash or other property to its holders of common stock unless the company succeeds in selling its assets for an amount significantly in excess of the amount contemplated by the asset purchase agreement with Elitech.

In other dealmaking activity, Beckman Coulter (Fullerton, California) a developer of products that simplify, automate, and innovate complex biomedical testing, reported that the Federal Trade Commission has terminated its review under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, of the company's pending acquisition of Olympus' (Center Valley, Pennsylvania) lab-based diagnostics business.

As previously stated on Feb. 27, Beckman Coulter and Olympus said they had entered into a definitive agreement under which Beckman Coulter will acquire the diagnostic systems portion of Olympus' Life Sciences business for nearly $780 million.

This transaction is expected to close in 3Q09 and is subject to certain government approvals outside the U.S., the negotiation of certain ancillary agreements, the delivery of and agreement to disclosure schedules and transition arrangements as well as other customary conditions.

* Moffitt Cancer Center (Tampa, Florida) and Frantz BioMarkers (Mentor, Ohio) have signed a license agreement on phospholipid biomarkers of ovarian cancer. Frantz BioMarkers, which has been granted exclusive worldwide rights to Moffitt's interests in the biomarkers, will pay initiation, developmental milestone and license maintenance fees, and royalties on sales. Moffitt and Frantz BioMarkers will collaborate on ovarian cancer biomarker research, combining use of these licensed markers with lipid markers developed independently by Frantz BioMarkers.

According to the companies, each year, 26,000 women in the U.S. are diagnosed with ovarian cancer, and 16,000 die of the disease. There is no effective screening tool or method for accurate diagnosis without surgery. Even among symptomatic women, surgery is the only reliable way to distinguish between benign and malignant disease, the companies noted. It is estimated that up to 5% of women in the U.S. will undergo surgery for a suspected ovarian neoplasm. More than two-thirds of women undergoing surgery for suspected ovarian malignancy do not have cancer, according to the companies.

The only clinical blood biomarker available for diagnosis is CA125, which is unreliable, especially for accurate diagnosis at an early stage when a cure is feasible. Researchers at Moffitt and Frantz BioMarkers discovered that when CA125 is combined with selected phospholipids, the diagnostic accuracy for early stage ovarian cancer could significantly improve. More than 2,200 women donated blood samples for the research through the Tampa Bay Ovarian Cancer Coalition, a collaborative regional network. Frantz BioMarkers is developing these biomarkers into a clinical diagnostic test.