A Medical Device Daily
pSivida (Perth, Australia) reported signing an exclusive worldwide collaborative research and license agreement with drug giant Pfizer (New York) for pSivida's controlled drug delivery technologies, including the Medidur technology, in ophthalmic applications.
pSivida will receive up to $155 million in development and sales related milestones. The two companies said they would work on a joint research program aimed at developing ophthalmic products using pSivida's drug delivery technology.
In addition to milestone payments, Pfizer will pay the cost of the joint research program. Pfizer will have an exclusive license to market all products developed as part of this research collaboration in ophthalmic applications and will pay pSivida a royalty on net sales of those products.
Medidur is a tiny, injectable device designed for the sustained release of drugs and currently being studied for the treatment of Diabetic Macular Edema (DME), the leading cause of blindness for Americans under the age of 65, according to pSivida. Medidur in combination with Fluocinolone Acetonide is in Phase III clinical trials in DME in collaboration with Alimera Sciences (Alpharetta, Georgia), a specialty pharmaceutical company focused on the ophthalmic industry.
In addition to the development and sales milestones and payment of the cost of the joint research program, Pfizer has agreed to invest $5 million (A$6.1 million) in ordinary shares of pSivida upon entering into the agreement, the proceeds to be held in escrow until they can be used (together with other cash available to pSivida) to redeem an outstanding convertible note. If pSivida does not repay the full amount outstanding under the convertible note prior to June 4, Pfizer may elect during the 90-day period following June 9 to cause pSivida to return the $5 million held in escrow, in which case the license agreement would terminate. Pfizer has also agreed to invest an additional $5 million (A$6.1 million) in pSivida common equity in the future, subject to certain conditions.
"We believe this collaboration is another significant validation of the drug delivery systems that pSivida has been developing since its founding," said Dr. Paul Ashton, managing director, pSivida Limited. "pSivida plans to pursue development and additional collaborations exploiting our innovative drug delivery technologies in other parts of the body."
The agreement allows Pfizer to terminate the agreement on 60 days notice without cause.
pSivida also reported that it has entered into an agreement with its principal institutional lender, Sandell Asset Management. Sandell has agreed to close a Dec. 29, 2006, amendment to the convertible loan and, in conjunction with the closing, pSivida has issued an irrevocable redemption notice for the entire balance of the convertible loan. Sandell has extended the forbearance agreement until Saturday to facilitate the prompt closing of that agreement.
pSivida will issue warrants to Sandell to acquire 4 million American Depository Shares (ADS) with a price of $2 per ADS. pSivida has issued a redemption notice for the entire convertible loan pursuant to which the outstanding balance of the loan will be repaid in early June. In connection with the redemption, as required by the terms of the loan, pSivida will issue warrants to acquire 2,341,347 ADSs.
pSivida also will issue to Sandell warrants to acquire 4 million ADSs with an exercise price of $1.57 per ADS and warrants to acquire 1 million ADSs with a price of $1.95 per ADS. All issued warrants will have an exercise term of five years.
In other financings:
• Symmetry Medical (Warsaw, Indiana), a provider of products to the global orthopedic device industry and other medical markets, reported the acquisition of TNCO (Whitman, Massachusetts), a specialty medical instrument company, for $7 million in cash.
TNCO designs and supplies instruments for arthroscopic, laparoscopic, sinus and other minimally invasive procedures. TNCO reported 2006 revenues of about $7.5 million.
"This acquisition is consistent with our strategy to enhance Symmetry Medical's product offering into medical markets beyond our existing products and provide our Total Solutions(R) model to an expanded customer base," said Brian Moore, president/CEO. "TNCO is well known in the industry for designing and producing quality engineered products for minimally invasive procedures. TNCO sales are expected to benefit significantly as a result of marketing its products through the Symmetry global sales and distribution network."
• Pluristem Life Systems (New York) said it has received $1.1 million from the exercise of about 15 million warrants at an exercise price of $0.075. This represents exercise of more than 25% of Pluristem's outstanding listed warrants as of March 30.
Pluristem is developing stem cell expansion technology products.
• Bridge Business Bancorp (Chicago), an operating division of Bridge Finance Group, provided a $2 million loan facility to Pacific Imaging (Redondo Beach, California). Pacific Imaging is an outpatient diagnostic imaging facility providing medical diagnostics in the areas of ultrasound, MRI, CT scanning and X-Ray.
Pacific Imaging said the facility enables it to re-finance a high-rate equipment lease and buy updated equipment.
Bridge Business Bancorp is a diversified corporate finance company, offering a range of asset and cash flow-based financing for small and medium-size businesses.