A Diagnostics & Imaging Week

Nanogen (San Diego) has made an equity investment in Jurilab Ltd. (Kuopio, Finland), a company focused on the discovery and identification of new genes and gene markers associated with the root cause of common diseases and drug responses.

Nanogen has initially invested EUR 1,250,000 for an interest of less than 20% of the Finnish firm. It will invest an equal additional amount within six months. The agreement includes provisions for the full acquisition of Jurilab at Nanogen's election. Additional terms were not disclosed.

Through its investment, Nanogen will acquire certain rights to develop diagnostic products based on genes and gene markers discovered by Jurilab, whose initial efforts are focused on cardiovascular and metabolic diseases, including adult-onset diabetes.

Nanogen also will become a distributor of Jurilab's pharmacogenomic products and services. The U.S. firm will offer business development infrastructure and other resources to help grow the Jurilab business.

"This investment in Jurilab is an important part of our strategic operating plan to secure access to important molecular targets for advancing the use of diagnostics and personalizing healthcare," said Howard Birndorf, Nanogen chairman and CEO. "Jurilab's programs in cardiovascular diseases and diabetes and related pharmacogenomics match our own commercial product programs. Working together, we can accelerate development of products for the growing molecular diagnostic market."

Kari Paukkeri, Jurilab CEO, called Nanogen "an ideal investment partner for us. While we provide research and testing services based on our extensive scientific resources, Nanogen provides a ready commercial outlet for markers we identify as well as access to diagnostic development expertise." He said the union of the two firms' intellectual property portfolios "will create the opportunity to make a significant impact on healthcare."

Privately held Jurilab was formed in 1985 with close ties to the Research Institute of Public Health at the University of Kuopio. That relationship has allowed the company access to the collection of DNA samples and phenotypic data from the East Finland founder population.

Based on the extent of data collected, and the prospective nature of the collection over 20 years, Jurilab's genetic discovery and validation not only address the underlying causes of common diseases, but also those factors which contribute to disease progression or disease complications. The company's BlockMap genetic discovery platform uses and can potentially support programs in more than 30 disease indications.

Jurilab applies its technologies, including Hierarchical Phenotype-Targeted Sequencing, to mine this database and rapidly identify disease-relevant genetic variants. The resulting biomarkers can then be used in the company's testing services or licensed to customers interested in the markers as targets for the development of diagnostic tests or new drugs.

Nanogen said the partnership would provide it with a source of diagnostic markers for use in identifying the predisposition to disease and pharmacogenetic testing for related drug responses.

ART closes on $5M placement

Advanced Research Technologies (ART; Montreal), a developer of bio-optical imaging systems for the healthcare and pharmaceutical industries, reported closing a $5 million placement of senior secured convertible debentures with "a limited number" of U.S. institutional investors. These investors, ART said, retain the option to invest an additional $2.5 million in convertible debentures.

The new funding brings the total funds recently raised by ART to $10.9 million and the total, based on milestones and the exercise of the additional purchase rights, potentially to $15.2 million.

ART has developed two products: eXplore Optix, a molecular imaging device designed for monitoring physiological changes in living systems at the preclinical phases of new drug development; and SoftScan, an imaging device for improved diagnosis and treatment of breast cancer. eXplore Optix is distributed by GE Healthcare (Waukesha, Wisconsin).

ART said it would use the net proceeds for clinical development and trials of SoftScan, with the balance to be used for new eXplore Optix enhancements and product extensions.

Micheline Bouchard, president and CEO of ART, said that the backing of "new, sophisticated U.S. institutional investors . . . represents a firm endorsement of our future growth strategy for our SoftScan and eXplore Optix products."

The debentures mature on Jan. 28, 2008, bearing interest of 9% per year, payable quarterly. The debentures are convertible, at investor option, into common shares at C99 cents. And at ART's option, any cash payments contemplated under the debentures may be made in tradable common shares issued at a 10% discount to market.

In addition, if after Nov. 28, 2006, the trading price of ART's stock exceeds 225% of the conversion price (equivalent to C$2.23 a share) for 20 consecutive trading days, the company may require investors to convert the debentures into common shares at C99 cents a share.

With the private placement, ART issued to the investors five-year warrants to purchase 1,110,139 common shares at C$1.16 a share and five-year warrants to purchase 123,349 common shares at an exercise price of C$1.39 a share. And for a period of 12 months commencing from the closing date, the investors have the option of purchasing additional senior convertible debentures for a total investment of $2 million; for a period of 12 months following shareholder approval the investors have the option of purchasing additional senior convertible debentures for a total investment of $500,000.

Winchester Capital was financial advisor and Osler, Hoskin and Harcourt outside counsel for the placement.

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