Diagnostics & Imaging Week

Immunicon (Huntingdon Valley, Pennsylvania) filed for Chapter 11 bankruptcy protection and agreed to sell most of its assets to Veridex (Raritan, New Jersey), a Johnson & Johnson (New Brunswick, New Jersey) unit, for $31 million, the companies said.

Immunicon sought protection from creditors with the U.S. Bankruptcy Court in Delaware. It said it has $9.2 million of assets and $24.3 million of debts, according to the filing.

The assets to be bought include intellectual property, product inventory and clinical data, and technologies related to Immunicon's CellSearch cancer test, the companies said.

In March, Immunicon lost an arbitration ruling in which it alleged that Veridex did not devote "best efforts" to market CellSearch. The companies have been partners for various products since 2000.

Following the decision, Immunicon said it would cut 40% of its full-time staff. In April, the company said it had retained Stifel, Nicolaus & Co. to advise on strategic alternatives including a possible sale.

Immunicon said net proceeds from the asset sale will first be used to pay creditors and any remaining proceeds will be distributed to stockholders of the company on a pro rata basis.

"This agreement represents a strategic opportunity for Veridex to continue to bring innovative diagnostic tests to the patients, physicians and laboratories involved in the fight against cancer," said Ken Berlin, that company's general manager.

The deal is subject to approval by the bankruptcy court and is not expected to require anti-trust review or shareholder approval, Veridex said.

In other dealmaking activity:

• Fox Chase Cancer Center (Philadelphia) and VisEn Medical (Woburn, Massachusetts) reported a partnership to advance Phase I clinical trials of one of VisEn's "smart" fluorescence activatable imaging agents to enable physicians to identify and characterize early stage disease in oncology patients.

• Olympus Medical Systems (Tokyo) will provide paired fluorescence laparoscopic imaging systems to enable the detection and evaluation of ProSense highlighted tumors in patients in the trials. The clinical trials will initially focus on ovarian cancer and are planned to begin in 2009 at Fox Chase.

Under terms of the program, VisEn will develop and submit an Investigational New Drug (IND) application on a clinical analog of its proprietary fluorescence molecular imaging agent, ProSense, which highlights certain enzymatic processes associated with early stage cancer development in vivo. In addition to conducting the clinical trials, Fox Chase will invest in the ProSense clinical program through VisEn and will receive certain rights, equity and royalties on future sales.

"These clinical molecular imaging technologies should provide the foundations for earlier and more accurate disease detection, and more importantly, enhanced functional imaging capabilities that will eventually help guide therapeutic interventions," said Michael Seiden, MD, PhD, president/CEO of Fox Chase.

"This program is a major step forward in VisEn Medical's central mission, which is to lead the development and commercialization of fluorescence in vivo imaging technologies in a range of translational applications from research through clinical medicine, enabling substantial benefits for researchers, pharmaceutical companies, doctors and patients," said Kirtland Poss, president/CEO of VisEn.

The IND program and the planned Phase I clinical trials are designed to translate the benefits of ProSense into humans, as well as to further develop the multi-channel white light and near infrared fluorescence laparoscopic imaging systems used in collecting and analyzing fused images in real time in the operating room. The planned trial is also designed to gather safety and imaging data for the agent, which will be administered systemically, and to collect preliminary pharmacokinetic information on the metabolism of the agent to support expanded Phase II clinical trials.

VisEn was founded in 2000 based on fluorescence in vivo imaging technologies initially developed by researchers and clinicians at the Massachusetts General Hospital and Harvard Medical School (both Boston).

• Rosetta Genomics (Rehovot, Israel and Jersey City, New Jersey), a developer of microRNA-based diagnostics and therapeutics, said it will acquire Parkway Clinical Laboratories (Bensalem, Pennsylvania), a CLIA-certified lab, in a $2.9 million deal consisting of $1.9 million in cash and $1 million of Rosetta's ordinary shares, plus an additional $300,000 in milestone payments.

Parkway owns an emerging national CLIA-certified clinical reference laboratory with an expected $3 million in revenues and marginal operating income in 2008.

• Graymark Healthcare (Oklahoma City), through its wholly owned subsidiary SDC Holdings, reported it has completed the acquisitions of Sleep Development Group (SDG; Southlake, Texas) and Nocturna Sleep (Las Vegas), pursuant to the previously announced letter of intent for each company.

SDG consists of three sleep centers and performed more than 4,000 sleep studies in 2007.

"We are ... pleased with the acquisitions of these two sleep diagnostic companies," stated Stanton Nelson, president/CEO of Graymark. "By acquiring SDG and Nocturna, we will enter into two developing and fast-growing markets that are new to our company. In addition, each of these companies has an established brand and solid customer base with excellent growth potential. We expect SDG and Nocturna to add approximately $3.5 million and $3 million, respectively, of incremental revenue to Graymark."