Washington Editor

Invitrogen Corp. agreed to pay $95 million in cash to purchase certain product lines and technology rights from PanVera LLC, a wholly owned subsidiary of Vertex Pharmaceuticals Inc.

Invitrogen will acquire PanVera's biochemical and cellular assay capabilities and its commercial portfolio of proprietary reagents, probes and proteins. Through the transaction, Invitrogen also will gain ownership of the PanVera research facility located in Madison, Wis.

PanVera, formerly PanVera Corp., was purchased by Aurora Biosciences Corp., of San Diego, in November 2000, and several months later, Vertex purchased Aurora in a stock transaction valued at $592 million. (See BioWorld Today, Nov. 20, 2000, and May 1, 2001.)

In a conference call Tuesday, John Glynn, Invitrogen's president and CEO, said the deal is expected to close late in the first quarter or early in the second quarter. "We believe the business we are acquiring will generate approximately $22 million to $24 million in 2003 revenues for Invitrogen, taking into account the closing date of the transaction," he said.

Meanwhile, Eric Winzer, Invitrogen's chief financial officer, told listeners he expects the total transaction to cost slightly more than $100 million, including roughly $3.7 million in closing costs and $6.3 million in debt acquisition.

For Invitrogen, a Carlsbad, Calif.-based company, the acquisition will enable it to extend its current product lines into the emerging functional biology market, John Carrino, Invitrogen's vice president of research and development, said during the conference call. "In addition, these technologies are expected to stimulate sales of our existing molecular biology and cell culture product lines."

He added, "Under the former Aurora Biosciences business model, this wide range of enabling technologies had been available to only a select group of researchers. It has long been a goal of Invitrogen to make key technologies available to the general research community. As such, this acquisition will enable dissemination of these key technologies and products to a much wider group of researchers worldwide."

Through ownership or exclusive license, Invitrogen will gain rights to roughly 300 patents and pending patent applications that cover the beta-lactamase reporter system and additional fluorescence-based technologies essential for the elucidation of protein function, certain voltage sensor probes for the development of high-throughput ion channel assays, and kinase and nuclear receptor assay technologies for use in drug discovery and basic research efforts, Carrino said in a prepared statement.

When asked why Vertex is selling the assets, Michael Partridge, director of corporate communications for Cambridge, Mass.-based Vertex, told BioWorld Today, "We think the transaction makes a great deal of sense for Invitrogen because of its focus on the life sciences market. For Vertex, the deal provides us with $95 million in cash that we can use to focus on our core business, which is drug the discovery, development and commercialization of small-molecule drugs."

He said Vertex has 15 products in the pipeline, including several that are being developed with partners. The most advanced is GW433908, or VX-175, an investigational HIV protease inhibitor co-discovered by Vertex and London-based GlaxoSmithKline plc. The companies filed a new drug application in late December. (See BioWorld Today, Dec. 23, 2002.)

Certain assets related to PanVera's instrument business, including a high-throughput screening system and instruments used for screening ion channels, are not included in the acquisition.

Invitrogen's stock (NASDAQ:IVGN) closed Tuesday at $30.36, up 31 cents. Vertex shares (NASDAQ:VRTX) closed at 13.47, down 39 cents.