A Medical Device Daily

Osiris Therapeutics (Columbia, Maryland) reported that it has completed its arrangement with NuVasive (San Diego) for the sale of its Osteocel business to NuVasive in a transaction worth up to $137 million.

Osiris shareholders approved the transaction; shareholder approval was the last major condition of closing. As a result of closing the deal, Osiris has received a $35 million payment from NuVasive.

Osiris has described Osteocel as the first bone matrix product to provide all three bone growth properties: osteoconduction, osteoinduction and osteogenesis, allowing orthopedic surgeons to provide their patients with bone growth conditions without the problems associated with autograft harvesting.

Osiris said that completion of the deal allows it to focus on the launch of its two primary stem cell therapy products, Prochymal and Chondrogen.

At a meeting of Osiris shareholders held last week, more than 20.2 million shares were cast in favor of the transaction, with only 11,389 opposed.

Additionally, a motion for a temporary restraining order filed yesterday by Orthofix (Boston) to prevent the closing was denied, following a hearing in federal court, clearing the way for the transaction.

Osiris unveiled its intent to sell Osteocel to NuVasive in May (Medical Device Daily, May 11, 2008).

The transaction is composed of two major agreements: an asset purchase agreement worth up to $85 million and an 18-month product supply agreement worth another $52 million in revenue.

The purchase agreement includes an upfront payment of $35 million and up to $50 milestone payments, including $22.5 million for the delivery of product, an additional $12.5 million payment upon transfer of certain manufacturing assets and a $15 million payment upon NuVasive's achievement of $35 million in cumulative Osteocel sales.

It is anticipated that these milestones will be reached by the end of 2009, according to the companies.

In other dealmaking news:

• Drexel University (Philadelphia) reported that it has licensed its plasma medicine technologies to Plasma Technologies, a Texas-based company which said it intends to design, patent and market medical devices related to wound healing and care, prevention of hospital-borne infections and other medical applications. Financial terms of the licensing deal were not disclosed.

The technology may have near-term impact not only in civilian healthcare settings, but also on the U.S. military applications, according to the companies.

"We are pleased to have PTI as a partner to commercialize the plasma medicine technologies," said Ken Blank, vice provost for research at Drexel. "PTI has the expertise to bring the technology through clinical trials and FDA approval so that this breakthrough technology can be used to benefit patients."

Found in fluorescent light bulbs and high-end televisions, non-thermal or cold plasma can also be used in medicine, according to discoveries made by Drexel researchers. The university said that part of what makes this technology so desirable is that small amounts of energy are used instead of chemicals in the medical process.

• Genentech (South San Francisco, California) said it has formed a special committee of its board of directors, composed of the company's three independent directors, to assess the proposal from Roche (Basel, Switzerland) to acquire all of the outstanding shares of Genentech stock not owned by Roche at a price of $89 in cash per share.

The special committee members are Herbert Boyer, PhD, Debra Reed and Charles Sanders, MD.

Sanders said, "The special committee intends to proceed in a timely manner to review the Roche proposal, which was both unsolicited and unexpected. The outcome of this process has not been pre-determined, and there can be no assurance that the special committee will approve any transaction with Roche."