Company Acquired Aquired By Or Merged With Date Announced Date Completed Value (M) Terms/Details
Acacia Biosciences Inc. Rosetta Inpharmatics Inc. Jan-99 Feb-99 ND Rosetta acquired Acacia in an all-stock transaction; details ND
Advanced Inhalation Research Inc. Alkermes Inc. Feb-99 Feb-99 114 Alkermes issued 3.68M shares of common stock to buy Advanced Inhalation; it may issue an additional 0.12M shares for vesting of current employee stock options
Agouron Pharmaceuticals Inc. Warner-Lambert Co. Jan-99 May-99 $2,100 Warner-Lambert exchanged each share of Agouron for 0.8108 to 0.93 shares of Warner-Lambert (about $60 per share)
Allelix Biopharmaceuticals (Canada) NPS Pharmaceuticals Sep-99 Dec-99 53.6 NPS acquired Allelix in an all-stock transaction; NPS issued approximately 6.5M shares of stock to Allelix shareholders, exchanging 0.3238 of an NPS share for each Allelix stock; on date of merger close (12/23), those shares were worth $53.6 million; the company will operate as NPS Pharmaceuticals in the U.S. and as NPS Allelix in Canada
Androgenics Technologies Inc. Genta Inc. Sep-99 Sep-99 ND Genta acquired Androgenics for warrants for Genta's common stock, 90 percent of which will not become exercisable until the successful conclusion of certain development milestones in relation to Androgenics' series of novel compounds for the potential treatment of prostate
Anergen Inc. Corixa Corp. Dec-98 Feb-99 8.1 Corixa acquired Anergen for $8.1M in stock (1.1M shares at $7.30 each; all values approximate); 2 of Anergen's major shareholders (Warburg, Pincus Ventures LP and International Bio-technology Trust) provided Anergen with interim financing of $1.5M, which is convertible into 0.17M additional Corixa common shares
Apex Bioscience Inc. U.S. subsidiary of VitaResc Biotech AG (Germany) Jul-99 Jul-99 ND Apex will continue to operate under its current name as a wholly owned subsidiary of VitaResc; the transaction was led by Techno Venture Management and will result in substantial funding enabling ongoing development of Apex's lead product, pyridoxalated hemoglobin polyoxyethylene; financial terms ND
Aprogenex Inc. Vysis Inc. Jul-99 Jul-99 ND Vysis acquired Aprogenex's intellectual property portfolio, including 2 U.S. patents and several licensed rights; European and Japanese counterpart patents and patent applications were included in the acquisition; financial terms ND
ATP Inc. PPD Inc. Feb-99 Apr-99 ND PPD issued an undisclosed number of unregistered shares to ATP stockholders in return for their stock
Axogen Ltd. Elan Corp. plc Nov-99 Dec-99 182.8 Elan exercised its option to acquire all outstanding common shares of Axogen at $34.56 per share, payable in cash, pursuant to the purchase option granted by Axogen in Nov. 1996
Binary Therapeutics Inc. Pacific Pharmaceuticals Inc. Feb-99 Feb-99 0.31 Pacific issued 2.16M shares common stock (at $0.141 each) to Binary Therapeutics stockholders; this acquisition satisfies a condition of Pacific's merger agreement with Procept Inc.
BioChem ImmunoSystems Inc. (a diagnostics subsidiary of BioChem Pharma Inc.) ABX Diagnostics Inc. (wholly owned subsidiary of ABX Diagnostics; France) Jul-99 Jul-99 ND ND
Biomedical Services Laboratory division of DynCorp Novavax Inc. Aug-99 Aug-99 ND Novavax acquired substantially all of the assets, excluding cash and accounts receivable, of DynCorp's Biomedical Services Laboratory division, combining Novavax's Novasome adjuvant technology with the division's expertise in vaccine development and manufacturing to develop therapies for the treatment of various cancers and infectious diseases; the assets acquired include all personal property and equipment and all related intellectual property; in addition, DynCorp entered into a five-year non-competition agreement
Cabrillo Laboratories (division of Amylin Pharmaceuticals Inc.) Magellan Laboratories Inc. Feb-99 May-99 2.5 Amylin received $2M in cash and $0.5M in credit for future services to be provided by Magellan to Amylin; Magellan received warrants to buy 50,000 shares of Amylin stock at market; Magellan retained certain product development capabilities to complete Amylin's planned NDA filing for pramlintide
Cadus Pharmaceuticals Corp. OSI Pharmaceuticals Inc. Aug-99 Aug-99 1.5 OSI has acquired Cadus's drug discovery programs focused on G-protein-coupled receptors, including the Adenosine Receptor program; Cadus received $1.5M in cash, and will share in milestones and royalties on the first product derived from the acquired assets; OSI will assume operation of Cadus's research facility in Tarrytown, N.Y., and retain over 45 researchers employed in ongoing and expanding programs at both the Tarrytown site and at OSI's Uniondale, N.Y. headquarters
CellPro Inc. Nexell Therapeutics Inc. (majority-owned by Vimrx Pharmaceuticals Inc. and minorityowned by Baxter Healthcare Corp.) Sep-98 Feb-99 3 Nexell acquired all of CellPro's intangible assets (intellectual property, patents, antibodies and related cell banks, research and licensed rights) for $3M in Vimrx stock (1.88M shares of common stock at $1.59 each); there are certain restrictions on sale of stock; Nexell launched a new diagnostics division
Celltech plc (England) Chiroscience Group plc (England) Jun-99 Aug-99 685 (US $1.1B) Celltech merged with Chiroscience by way of an allshare offering on the basis of 62 new Celltech shares for every 100 Chiroscience shares; the offer valued each Chiroscience share at 293 pence and its entire issued share capital at approximately #331M (US$529M), based on Celltech's share price of 472.5 pence and market capitalization of approximately #365M (US$584M); the merged company is called Celltech Chiroscience plc and trades on the LSE under the symbol CCH
Centocor Inc. Johnson & Johnson Jul-99 Oct-99 $4,900 Johnson & Johnson acquired Centocor in a stock-for-stock exchange; Centocor retained its name and management and is a freestanding J&J company; Centocor shareholders received 0.6390 of a share of J&J common stock for each share of Centocor they own, based on the average closing price of J&J common stock of $95.47 per share during the 20-trading-day valuation period ended Oct. 4, 1999; a price of $61.00 per share was used for Centocor in the calculation
Oncology diagnostics business of Centocor Inc. Fujirebio Inc. (Japan) Oct-98 Nov-98 37.5 Fujiribio paid $37.5M for Centocor's diagnostics business, including monoclonal antibody-based immunoassays for detecting and monitoring solid tumor cancers
Cerebrus Pharmaceuticals Inc. Vanguard Medica plc Dec-99 Dec-99 9.6 (US$16) Vanguard acquired Cerebrus for #9.6 million in the form of 7.09 million shares for Cerebrus; Vanguard gained Cerebrus's obesity treatment, a serotonin receptor that causes weight loss
ChromaXome Corp. (a subsidiary of Trega Biosciences Inc.) TerraGen Diversity Inc. (Vancouver, British Columbia) Mar-99 Mar-99 6.5 TerraGen acquired the assets of ChromaXome, including two fundamental issued U.S. patents and advanced technologies for generating and screening a wide range of complex organic molecules; the purchase price is comprised of $5M to be paid over 16 months and 0.6M shares of TerraGen's preferred stock
Chrysalis International Corp. Phoenix International Life Sciences Inc. (Canada) Nov-98 May-99 C$12.3 (US$8.3) Phoenix acquired all of Chrysalis' outstanding shares in exchange for US$8.29M in Phoenix shares (which it will register for listing on Nasdaq); if Phoenix fails to obtain Nasdaq listing, it will pay $8.29M in cash; Phoenix will also assume Chrysalis' debt (of which $10.5M will be retired at closing)
Research reagents business of Cistron Biotechnology Inc. Research and Diagnostics Systems Inc. (subsidiary of the Techne Corp.) Feb-99 Apr-99 0.8 R & D Systems paid $0.75M in cash for Cistron's research reagents business; it also got exclusive rights to Cistron's interleukin 1-beta antibody and immunoassay patents; Cistron retained diagnostic and therapeutic rights
CoCensys Inc. Purdue Pharma LP Aug-99 Sep-99 5.7 Purdue Acquisition Corp., a subsidiary of Purdue Pharma LP, purchased in a cash tender offer all outstanding shares of CoCensys Inc.'s common stock for $1.16 per share; Purdue intends to merge Purdue Acquisition Corp., an indirect wholly owned subsidiary of Purdue, with and into CoCensys, making CoCensys an indirect wholly owned subsidiary of Purdue; all remaining shares of CoCensys not purchased in the offer will be converted automatically into the right to receive $1.16 per share in cash, subject to appraisal rights
Clinical SMO (site management organization) division of Collaborative Clinical Research Inc. The West Co. Dec-98 Apr-99 15 The West Co. paid $15M in cash for Collaborative's SMO division
CombiChem Inc. DuPont Pharmaceuticals Oct-99 Nov-99 95 DuPont acquired approximately 97 percent of CombiChem's common stock; CombiChem will operate as part of DuPont Pharmaceuticals Research Laboratories and will remain in California
Convergence Pharmaceuticals Inc. Ilex Oncology Inc. Jul-99 Jul-99 9.9 (plus potential milestones) Ilex acquired Convergence in exchange for 1M shares of Ilex common stock, and an additional earn-out of up to 1M shares if certain development milestones are met
Cytel Corp. Neose Technologies Inc. Mar-99 Mar-99 5 Neose acquired 6 issued U.S. patents, 8 pending U.S. applications, 2 provisional U.S. applications and foreign counterparts, Cytel's license and option agreements with various institutions, Cytel's Sugar Nucleotide Cycling technology and Cytel's glycoprotein remodeling program and related technologies; Neose paid Cytel $3.5M in cash, and paid an additional $1.5M into escrow, the release of which is contingent on Cytel's satisfaction of certain matters relating to the acquired patents and licenses; Neose may pay Cytel up to an additional $1.6M, contingent on potential payments and revenues realized by Neose in connection with certain future corporate collaborations
CytoMed Inc. LeukoSite Inc. Jan-99 Feb-99 18.6 LeukoSite purchased CytoMed for 1.57M shares of preferred stock (to be paid out over 8 months); on closing, it exchanged 0.94M shares preferred stock at $11.88 each (total $11.1M) for all Cytomed outstanding securities; in 10/99, when Cytomed receives a $6M payment from UCB Pharma (to which it sold its research and discovery assets in 10/98), LeukoSite will issue another 0.63M shares of preferred stock; CytoMed may also get $23.5M in cash and 0.084M LeukoSite shares for clinical and regulatory milestones
DepoTech Corp. SkyePharma plc (UK) Oct-98 Mar-99 55.7 SkyePharma acquired DepoTech in a stock exchange and equity purchase valued at $30.7M; SkyePharma will offer 2.7M American Depositary Shares (ADSs) for all DepoTech's outstanding shares in ratio of 1.86 ADS per 10 DepoTech shares; the companies also formed a strategic alliance on drug delivery technologies, under which SkyePharma paid $5M for 2.9M shares of DepoTech ($1.75 each, a 40% premium to market); the stock exchange and equity purchase are valued at $30.7M; the purchase price will increase by $14M in ADSs if DepoCyt is launched in the U.S. by 3/31/00 and by an additional $11M if DepoTech signs a corporate partnership for DepoMorphine or a macromolecule by 3/00; DepoTech shareholders approved the transaction at a special meeting 3/99
Diatide Inc. Schering-Berlin Inc. (the U.S. management holding company for Schering AG, Gemany) Sep-99 Nov-99 106.4 Schering Berlin acquired 94 percent of Diatide's common stock at $9.50 per share; Schering has exercised its right under Delaware law to acquire the remaining shares through a short-form merger that does not require a stockholders meeting
Discovery Technologies Ltd. (Switzerland) Discovery Partners International Jun-99 Jan-00 ND Discovery Technologies became a wholly owned sub sidiary of Discovery Partners, retaining its headquarters in Switzerland
Envoy Corp. Quintiles Transnational Corp. Dec-98 Mar-99 $1,700 Quintiles acquired Envoy in a stock exchange at a ratio of 1.166 shares Quintiles for 1 share Envoy; Envoy's outstanding stock options became exercisable for Quintiles common stock
EnzyMed Inc. Albany Molecular Research Inc. Sep-99 Oct-99 20.6 Albany successfully completed its acquisition of EnzyMed; EnzyMed retained its corporate identity as an independent business unit, continuing to develop and market its combinatorial biocatalysis platform for drug discovery technology as a division of Albany
Fuisz Technologies Ltd. Biovail Corp. International (Canada) Jul-99 Nov-99 245 Biovail acquired Fuisz in a two-stage cash and stock transaction that values Fuisz at $7.00 per share, or approximately $154M; each outstanding share of Fuisz common stock not already owned by Biovail was converted into the right to receive 0.1197 of a share of Biovail; Fuisz had $91M in debt
GeneMedicine Inc. Megabios Corp. Oct-98 Mar-99 38 This merger was accomplished by a stock exchange; each outstanding share of GeneMedicine was exchanged at a ratio of 0.571 for newly issued shares of Megabios; Megabios issued 9.1M new shares in all; Megabios shareholders will own 59% of the new company, which is called Valentis Inc., and GeneMedicine shareholders will own 41%; all outstanding GeneMedicine stock options will convert to Megabios options at the same exchange ratio
GeneSense Technologies Inc. (Canada) Lorus Therapeutics Inc. (Canada) Apr-99 Nov-99 9.4 Lorus completed its acquisition of all of GeneSense's outstanding shares; Lorus was offering about $9.4 million in stock when the deal was being renegotiated
Genetic MicroSystems Inc. Affymetrix Inc. Sep-99 Feb-00 100 Affymetrix acquired Genetic MicroSystems (GMS); Affymetrix issued approximately 1M shares of common stock for all outstanding GMS shares; GMS will operate as a wholly owned subsidiary of Affymetrix and will maintain its facilities and operations in Woburn, Mass.
Genzyme Tissue Repair's 50% interest in the Diacrin/Genzyme joint venture Genzyme General Apr-99 May-99 25 Genzyme Tissue Repair transferred its 50 percent interest in the Diacrin/Genzyme LLC joint venture to Genzyme General; Genzyme General assumed all future funding obligations and risks associated with development of the joint venture's cell therapies program; Genzyme Tissue received $25M and a 3 percent worldwide royalty on any products sold by the joint venture; of the $25M, $5M is nonrefundable and $20M is a pre-payment related to the achievement of future milestones; if the milestones are not met, Genzyme Tissue is required to repay the advanced milestone funds plus interest in cash or designated shares at Genzyme Tissue's option
Heaven's Door Corp. Procept Inc. Nov-99 Jan-00 ND Heaven's Door Corp. (HDC) and Procept merged; Procept issued new shares of its common stock in exchange for all HDC equity, granting Procept shareholders approximately 65 percent of the combined company; the new company is called HeavenlyDoor.com Inc.
HepaVec AG (Germany) MondoGen GmbH (Germany) Nov-99 Nov-99 ND HepaVec acquired a majority stake in MondoGen; financial terms ND
Drugs of addiction vaccines programs of ImmuLogic Pharmaceutical Corp. Cantab Pharmaceuticals plc (UK) Dec-98 Feb-99 20 Cantab will pay $20M in all to acquire ImmuLogic's vaccines programs; it paid $9M initially (2.57M newly issued shares of common stock in the form of ADSs) and will pay $11M in future clinical milestones through end of Phase II trials; payments will be made in cash, ADSs or a combination; ImmuLogic must hold Cantab shares or ADSs for 6 months and then may sell up to 25% in each of next 4 quarters; in return, ImmuLogic transferred the vaccines programs and $6M in cash to fund further development of vaccines through 2000; ImmuLogic gets share of royalties on product sales
ImuMed Deutschland GmbH (Germany; a unit of Transplant Technologies Inc.) Viper Resources Inc. Aug-99 Aug-99 ND ImuMed was acquired in settlement of a loan from Viper to Transplant Technologies in the approximate amount of $0.7M, and the receipt by Viper of a $0.4M promissory note from Transplant due in three years and requiring mandatory prepayments by the borrower in certain circumstances
Incara Pharmaceuticals Corp. ND Dec-99 Jan-00 $10-$14 Incara sold its antibacterial drug discovery division to an undisclosed purchaser for cash payments in excess of $10 million and $4 million in future milestones; the purchaser did not want its identity disclosed because it was paying cash
Innovir Laboratories Inc. (a subsidiary of Nexell Therapeutic Inc.) Ribozyme Pharmaceuticals Inc. Aug-99 Aug-99 ND Ribozyme acquired all of the ribozyme-based intellectual property assets of Innovir, including 28 patents and patent applications and two trademarks
IntraEar Inc. Durect Corp. Oct-99 Nov-99 ND Durect acquired substantially all of the assets of IntraEar; further details ND
JBL Scientific Inc. (a subsidiary of Genta Inc.) Promega Corp. Mar-99 May-99 6.2 Genta Inc. sold the assets of its subsidiary, JBL Scientific Inc., to a subsidiary of Promega Corp; terms of the sale included a cash payment of approximately $5M, and a promissory note in the principal amount of $1.2M, subject to offset under certain circumstances and pharmaceutical development services supporting Genta's development of its lead cancer therapeutic candidate, G3139
Large Scale Biology Corp. Biosource Technologies Inc. Feb-99 Feb-99 ND Large Scale Biology was renamed Biosource Proteomics; Biosource Technologies adopted the name Large Scale Biology Corp. in November; further details ND
LeukoSite Inc. Millennium Pharmaceuticals Inc. Oct-99 Dec-99 635 Millennium and LeukoSite merged in a stock deal; LeukoSite shareholders received 0.4296 shares of newly issued Millennium common stock in exchange for each LeukoSite share
Magnetic Imaging Technologies Inc. Nycomed Amersham Imaging Inc. (a unit of Nycomed Amersham plc; UK) Aug-99 Aug-99 ND Nycomed assumed full control over and exclusive access to Magnetic's hyperpolarization technology; additionally, Nycomed received the exclusive commercialization license for the technology, held by Princeton University and the State University of New York at Stony Brook; financial terms ND
Marathon Biopharmaceuticals LLC (aka Small Pharma LLC) Ligand Pharmaceuticals Inc. Aug-98 Feb-99 5 Ligand acquired Marathon as part of the overall transaction in which it acquired Seragen Inc. (completed 8/98); Ligand issued $5M in common stock (0.4M shares) to acquire Marathon; it will pay an additional $3M 6 months after FDA approval of Ontak (for cutaneous T-cell lymphoma)
Medeva plc (UK) Celltech Chiroscience plc (UK) Nov-99 Jan-00 563 (US$912) Celltech acquired Medeva, offering 34 new shares for every 100 Medeva shares; Celltech shareholders now hold 56 percent of the combined company, which will be called Celltech Group plc, with Medeva investors owning 44 percent
MetaXen LLC (a subsidiary of Xenova; UK) Exelixis Pharmaceuticals Inc. Jul-99 Sep-99 0.24 (US $0.39) Exelixis acquired the majority of assets of MetaXen, including facilities, equipment and employees; Xenova received a net cash payment of #0.24M (US$0.4M), as well as retained ownership of certain intellectual property developed by MetaXen relating to drug lead optimization, drug profiling and predictive modeling
Metra Biosystems Inc. Quidel Corp. Jun-99 Aug-99 23 Quidel completed its acquisition of Metra Biosystems through a merger of its wholly owned subsidiary, MBS Acquisition Corp., into Metra Biosystems; Quidel acquired approximately 93 percent of outstanding Metra shares through a $1.78 per share tender offer; remaining outstanding shares were converted into the right to receive $1.78 per share in cash; Quidel assumed responsibility for Metra's distribution agreements and strategic collaborations, and will continue development and commercialization of Metra's portfolio of diagnostic products for clinical and research use
Millennium BioTherapeutics Inc. Millennium Pharmaceuticals Inc. Oct-99 Dec-99 30 Millennium Pharmaceuticals acquired the shares of its majority-owned subsidiary, Millennium BioTherapeutics Inc. (MBio), it did not already own with Millennium common stock, including the 18 percent interest in MBio owned by Eli Lilly and Co.; current MBio shareholders, including Lilly, received $15 in Millennium common stock for each MBio share, and current MBio options were converted into Millennium options
Six blood collection centers owned by Nabi ND Apr-99 Apr-99 ND Nabi completed the sale of six of its nonspecific antibody collection centers to an undisclosed company in the industry for an undisclosed cash payment and the assumption of certain leases
Nanotech (drug delivery arm of Medac plc GmbH; Germany) SkyePharma plc (UK) Sep-99 Sep-99 7.5 plus stock SkyePharma will pay $2.5 million cash and 3 million ordinary shares to acquire Medac's nanoparticle drug delivery program; agreement also calls for additional payments of up to $5 million by mid-2001 and future royalties
Minority interest in Nexell Therapeutics Inc. held by Baxter Healthcare Corp. Vimrx Pharmaceuticals Inc. Jan-99 Jul-99 5.2 Vimrx acquired Baxter's minority interest (19.5%) in Nexell; Baxter gets 3M additional shares of Vimrx stock ($5.2M on 1/15/99) and a 7-year warrant to buy 5.2M shares of Vimrx at $1.15 each ($6M total); the companies also agreed to set $2.75 per share as the conversion price of Series A preferred stock issued by Vimrx to Baxter in 12/97
NeXstar Pharmaceuticals Inc. Gilead Sciences Inc. Mar-99 Jul-99 550 Gilead acquired NeXstar in an all-stock transaction, at a ratio of 0.425 share Gilead for 1 share NeXstar (the exchange ratio of 0.379 was based on the average closing price of Gilead common stock from 6/28/99 to 7/26/99)
Neuralab Ltd. (UK) Elan Corp. plc (UK) Nov-99 Jan-99 ND Elan Corp. exercised its option to acquire all outstanding common shares of Neuralab at $61.01 per share, pursuant to the purchase option granted by Neuralab in January 1998; further details ND
Neurocrine Biosciences Inc.'s neurosteroid program and Canadian affiliate, Neuroscience Pharma Inc. Paladin Labs Dec-99 Dec-99 2 NBI sold neurosteroid program and Canadian affiliate to Paladin for $2 million plus royalties on worldwide product sales
North American Vaccine Inc. Baxter International Inc. Nov-99 Nov-99 390 Baxter acquired North American Vaccine in a stock and cash transaction; Baxter (AMEX:NVX) paid $7 per share in common stock and cash for North American's 37M shares, and will assume $133M in debt
Nova Molecular Inc. (Canada) Variagenics Inc. Feb-99 Feb-99 12 Nova reorganized into a new parent corporation; subject to certain conditions, shares of the parent corporation are convertible into shares of Variagenics, resulting in an acquisition, for which Variagenics will pay $12M in stock and cash; Variagenics gets exclusive rights to Nova's intellectual property on pharmacogenomic application of ApoE (apolipoprotein E) and other genetic markers for treating central nervous system diseases
Novex Invitrogen Corp. Jun-99 Aug-99 50 Invitrogen issued approximately 2.5M shares of its common stock for all of the capital stock of Novex, and assumed Novex's outstanding options, which converted into options to purchase approximately 0.5M shares of Invitrogen common stock; the transaction was accounted for as a pooling of interest
Oak Grove Technologies Inc. Quintiles Transnational Corp. Feb-99 Feb-99 ND ND
Oncolytics Biotech Inc. (Canada) Synsorb Biotech Inc. (Canada) Feb-99 Apr-99 1.7 Synsorb acquired all outstanding shares of Oncolytics for US$1.66M in Synsorb shares; Oncolytics gets additional payments based on performance milestones (prices converted at rate of C$1.50/US$1)
OraVax Inc. Peptide Therapeutics Group plc (UK) Nov-98 May-99 20 Peptide Therapeutics acquired OraVax for $20M in stock and cash; Peptide bought 95 percent of OraVax's outstanding 6 percent convertible preferred stock for $3M; OraVax options and warrants were exchanged for Peptide options and warrants; Peptide raised additional funds to provide working capital for the combined company, through a $33.8M (net) rights offering on the London Exchange in 2/99; OraVax got a $3M bridge loan from its vaccines collaborator Pasteur Merieux Connaught, which it must repay in 2 installments ($2M in 1/99 and $1M in 7/99)
OSI Pharmaceuticals Inc. Bayer Corp. Nov-99 Nov-99 11 Bayer acquired the assets of OSI's diagnostics business, including the assets of OSI's wholly owned diagnostics subsidiary, Oncogene Science Diagnostics; OSI received $10M up front from Bayer for the acquisition of its subsidiary, with an additional payment of $1M to be made to OSI by 2001; Bayer maintained the unit's headquarters in Cambridge, Mass.
OST Developpment SA (subsidiary of Transphyto SA; France) Osteotech Inc. Jul-98 Feb-99 1.5 Osteotech acquired a majority interest in OST in 2 steps; in 6/98, it acquired a 5 percent stake; it acquired an additional 85 percent stake in 2/99, which was contingent on certain milestones; total cost was $1.5M (FFr9M); the agreement provides for Osteotech's purchase of the remaining 10 percent in the future
Assets of the Biochemical Research Reagent Division of Oxford GlycoSciences plc (UK) Glyko Inc. May-99 May-99 $1.5 to 2.1 Glyko acquired key assets of Oxford's Biochemical Research Reagent division, strengthening its position as a leading provider of carbohydrate-related research agents, processing enzymes and analytic products and systems; the agreement is valued from $1.5M to $2.1M, depending on future sales of acquired products
Pacific Pharmaceuticals Inc. Procept Inc. Nov-98 Mar-99 ND Pacific Pharmaceuticals merged into Procept; each Pacific Pharmaceuticals share converted into 0.11 share of Procept; Procept issued 2.755M shares to Pacific on closing; all outstanding Pacific options and warrants converted to Procept options and warrants at the same exchange ratio; Procept assumed a contractual obligation with Pacific's subsidiary BG Development Corp., under which Procept can buy $7.3M of BG Development preferred stock in 6/00 with cash or Procept stock; Pacific Pharmaceuticals preferred shareholders get certain contractual rights in exchange for waiving liquidation rights
Pentose Pharmaceuticals Inc. V.I. Technologies Inc. Nov-99 Nov-99 41 V.I. Technologies acquired Pentose in an all-stock transaction; Pentose shareholders received approximately 6.4M shares of VITEX common stock, giving them 34 percent ownership of the approximately 18.9M outstanding shares of the combined company
Peptimmune Inc. Genzyme General Jul-99 Jul-99 ND Terms ND
Pharmaceutical Marketing Services Inc. and its core company, ScottLevin Quintiles Transnational Corp. Dec-98 Mar-99 199 Quintiles acquired the companies through a stock exchange; Quintiles issued about .3977 shares of its common stock for each share of Pharmaceutical Marketing common stock outstanding, and issued an aggregate of about 5 million shares of its common stock to former Pharmaceutical Marketing shareholders
PolyMasc Pharmaceuticals plc (London) Valentis Inc. May-99 Aug-99 19.8 Valentis merged with PolyMasc; each outstanding share of PolyMasc common stock was exchanged at a fixed ratio of 0.209 for newly issued shares of Valentis common stock; all outstanding employee stock options of PolyMasc were assumed by Valentis and converted into options to purchase shares of Valentis common stock
ProScript Inc. LeukoSite Inc. Jul-99 Jul-99 2.7 LeukoSite acquired ProScript for 188,000 newly issued shares of LeukoSite common stock, valued at $2.3M and for $412,000 in cash; ProScript shareholders are entitled to additional cash payments upon the achievement of certain milestones and royalties related to ProScript compounds and to a ProScript research collaboration with Hoechst Marion Roussel Inc.
Proteus International plc (UK) Therapeutic Antibodies Inc. (UK) May-99 Sep-99 63.1 (US$101) This transaction was a share-for-share merger accompanied by a conditional non-preemptive placing of 23.3M new Proteus ordinary shares at 40 pence per share; Therapeutic shareholders received 1.163 Proteus ordinary shares for each share of common stock; the combined company has been renamed Protherics plc
Prostagen Inc. Cytogen Corp. Jun-99 Jun-99 3 Cytogen acquired Prostagen based on an up-front stock payment of $2.5M by Cytogen; the acquisition includes future milestone-based earn-out payments; Cytogen received a minority ownership in NorWest Biotherapeutics and approximately $0.5M of existing Prostagen cash
Research Genetics Inc. Invitrogen Corp. Dec-99 Feb-00 139 Invitrogen acquired Research Genetics for 3.2 million Invitrogen shares, combining Invitrogen's gene cloning, expression and analysis kits for functional genomics and proteomics with Research Genetics' concentration in genomics and services; the transaction was accounted for as a pooling-of-interests and qualified as a tax-free exchange. At the time it was announced, the deal was worth about $139 million, but with the rise in stock it was worth about $220.8 million at closing.
Ribi Immunochem Research Inc. Corixa Corp. Jun-99 Oct-99 56.3 Corixa acquired all outstanding shares of Ribi; Ribi common stock was converted into Corixa common stock using a fixed exchange ratio of 0.1685 per share of Ribi common stock outstanding at the time of closing; all outstanding shares of Ribi Series A preferred stock were redeemed or converted into common stock in accordance with the terms of the agreement
RiboGene Inc. Cypros Pharmaceutical Corp. Aug-99 Nov-99 ND RiboGene merged with and has become a subsidiary of Cypros; each outstanding share of RiboGene common stock was converted into the right to receive approximately 1.494 shares of Cypros common stock, based on the fully diluted capitalization of both companies as of the signing of the agreement; the holders of RiboGene's outstanding preferred stock received a new series of Cypros voting preferred stock adjusted for the exchange ratio and with similar terms to the existing RiboGene preferred stock; Cypros assumed all of RiboGene's outstanding stock options and warrants; the combined entity is called Questcor Pharmaceuticals Inc.
Roslin Bio-Med (UK; a unit of the Roslin Institute) Geron Corp. May-99 May-99 26 Geron purchased all outstanding shares of Roslin in exchange for 2.1M shares of Geron common stock; Roslin became a wholly owned UK subsidiary of Geron and is known as Geron Bio-Med
Scandipharm Inc. Axcan Pharma Inc. (Canada) Aug-99 Aug-99 C$147 (US$98) Axcan acquired all outstanding common and preferred shares of Scandipharm; Scandipharm maintained its name and operates as a subsidiary of Axcan in its Birmingham, Ala., headquarters
Sequus Pharmaceuticals Inc. Alza Corp. Oct-98 Mar-99 580 Alza acquired Sequus in a stock exchange of 0.4 shares of Alza for 1 share of Sequus; transaction valued at $16.975 per share for Sequus shareholders
Shield Diagnostics Group plc (UK) Axis Biochemicals ASA (Norway) Jan-99 Jun-99 177 (US $293) Shield merged with Axis through the issuing of one new Shield common share for one Axis common share; the merged company is known as Axis-Shield plc and is based at existing offices in Norway
Shire Pharmaceuticals Group plc (England) Roberts Pharmaceutical Corp. Jul-99 Dec-99 $1,000 Shire merged with Roberts by way of a share-for-share exchange; the offer was made on the basis of 1.1374 Shire ADSs (3.4122 ordinary shares) for each Roberts share; Roberts granted Shire an option to purchase for cash newly issued Roberts shares equivalent to 19.9% of Roberts existing issued shares
Sibia Neurosciences Inc. Merck & Co., Inc. Aug-99 Nov-99 87 Merck acquired Sibia by purchasing 69 percent of Sibia's outstanding common stock at $8.50 per share; each of the remaining publicly held shares were converted into the right to receive $8.50 in cash, without interest; Sibia was integrated into Merck Research Laboratories at the company's San Diego facility
Clinical laboratory operations of SmithKline Beecham plc Quest Diagnostics Inc. Aug-99 Aug-99 $1,300 Quest acquired SmithKline labs, including its domestic and foreign clinical testing operations, clinical trials testing, corporate health services and laboratory information products businesses; Quest granted SmithKline certain non-exclusive rights to use its clinical laboratory information database; in addition, Quest received a minority interest in a company SmithKline will form to sell health-care information products and services through various channels;at closing, SmithKline received approximately $1B in cash and 12.6M newly issued shares of Quest's common stock
Sparta Pharmaceuticals Inc. SuperGen Inc. Jan-99 Aug-99 6.9 SuperGen acquired all outstanding shares of Sparta for 0.65M newly issued shares of SuperGen common stock; Sparta shareholders received a 3 percent stake in SuperGen; most of 0.65M shares goes to holders of Sparta preferred stock, who must agree to give up their liquidation preference in exchange for an increase in the conversion rate
Sugen Inc. Pharmacia & Upjohn Inc. Jun-99 Aug-99 650 P&U acquired Sugen in an all-stock transaction; each share of Sugen common stock was converted into 0.6091 of a share of P&U common stock; the exchange ratio was based on the volume-weighted average trading prices of P&U common stock from July 30, 1999, through August 26, 1999
SunPharm Corp. GelTex Pharmaceuticals Inc. Aug-99 Nov-99 16.5 GelTex completed its acquisition of SunPharm in an allstock transaction; all of SunPharm's outstanding preferred and common stock has been converted into GelTex shares
SynQuest Inc. United Therapeutics Corp. Oct-99 Oct-99 4 United Therapeutics acquired SynQuest, paying the purchase price of approximately $4M in United Therapeutics common stock and cash; SynQuest operates as a wholly owned subsidiary of United Therapeutics while remaining in its Chicago facilities
Target Quest Dyax Corp. Aug-99 Aug-99 ND Dyax acquired Target Quest, expanding its phage display technologies to include protein, peptide and antibody libraries; Dyax also received rights to potential lead compounds for the treatment of cancer, and gained access to a validated antibody library; in addition, Dyax gained European laboratories in the Netherlands; financial details ND
TheraTech Inc. Watson Pharmaceuticals Inc. Oct-98 Jan-99 300 Watson acquired TheraTech in a stock exchange of 0.2663 shares of Watson for 1 share of TheraTech; TheraTech shareholders received a 6 percent stake in Watson
Thetagen Inc. New Chemical Entities Inc. Sep-99 Sep-99 ND Thetagen and New Chemical Entities merged; the combined company retained the name New Chemical Entities; financial details ND
Transcend Therapeutics Inc. KeraVision Inc. Dec-98 Jun-99 9.4 Transcend has wound down its operations as a drug development company; Transcend stockholders received shares of KeraVision equivalent to Transcend's net cash as of closing date (on 12/23/98, that amount was $8M) plus a 20 percent to 30 percent premium depending on KeraVision's stock price
U.S. Bioscience Inc. MedImmune Inc. Sep-99 Nov-99 529 U.S. Bioscience and MedImmune merged in a stock and cash transaction with an equity value of $580M, and a transaction value of $529M (net of cash and investments), based on 30.5M fully diluted U.S. Bioscience shares and MedImmune's last sales price as quoted on Nasdaq on November 22, 1999, of $126.75 per share
Valorum-UK (formerly Pharmakopius International; UK) PRA International Inc. Feb-99 Feb-99 ND ND
Vascular Therapeutics Inc. GlycoDesign Inc. (Canada) Aug-99 Aug-99 10 GlycoDesign acquired all of Vascular Therapeutics' outstanding shares in exchange for GlycoDesign shares; two of Vascular Therapeutics' executives joined GlyoDesign's management team and two previous Vascular board members were elected to GlyoDesign's new board of directors
Virologix Inc. Access Pharmaceuticals Inc. Mar-99 Jul-99 1 Access acquired Virologix for 0.23M shares of Access
Vysis Inc. Applied Imaging Corp. Jul-99 Jul-99 ND Applied Imaging purchased Vysis's cytogenetic imaging instrumentation business; Vysis took an approximate 4 percent equity stake in Applied Imaging; Applied is focusing its sales and product development efforts on cytogenetic imaging instrumentation; Vysis is focusing its resources on its proprietary DNA probe business, FISH technology, and its newly developed genomic microarray platform, GenoSensor; Applied will support, service and sell a complete line of cytogenetic imaging instruments to both companies' customers worldwide
JT America Inc.'s 50 percent interest in Xenotech Inc. and Xenotech L.P. (equally owned partnership between Abgenix and JT, a unit of Japan Tobacco Inc.) Abgenix Inc. Dec-99 Dec-99 57 Abgenix will pay $47 million to JT America for its 50 percent interest in Xenotech Inc. and Xenotech L.P. in order to become the sole owner of XenoMouse technology for generating fully human antibodies; Abgenix will also pay Japan Tobacco Inc. $10 million to relinquish certain option and license rights to which it would otherwise be entitled; JT will have a research license to use XenoMouse technology and options to license the technology for a small number of antigen targets each year; Abgenix also will provide JT with licenses to related technology; in return for these licenses, JT will pay Abgenix $10 million; JT also retains options and licenses on several antigen targets it has previously nominated under the Xenotech structure; JT will pay license fees and royalties on sales for any antibodies it develops

II. PENDING

Company Acquired Aquired By Or Merged With Date Announced Date Completed Value (M) Terms/Details
Algos Pharmaceuticals Corp. A subsidiary of Endo Pharmaceuticals Holdings Inc. Nov-99 2Q:00E 220 Algos will merge with a subsidiary of Endo in a tax-free, all-stock transaction; Algos stockholders will receive one share of Endo common stock for each share they hold, and warrants to be exercised for an undisclosed price per share into Endo common shares upon FDA approval of MorphiDex; if FDA approval is obtained on or before Dec. 3, 2001, upon exercise of these warrants, holders will receive an additional 15 percent of the pro forma combined company; in the event that Endo does not meet or exceed a specified gross profit target of $147.4M for fiscal year 2000, shares held by current Endo stockholders will be returned to treasury, increasing current Algos stockholders' ownership by an additional five percentage points
Insmed Pharmaceuticals Inc. Celtrix Pharmaceuticals Inc. Dec-99 Mar-00E 178 Insmed will acquire Celtrix, exchanging 3.5 shares for one share in a newly formed holding company; Celtrix will exchange each share for one share in the new company; Insmed's shareholders will hold about 59 percent of the new company, while Celtrix shareholders will hold about 41 percent
Medco Research Inc. King Pharmaceuticals Inc. Nov-99 Feb-00E 350 King will acquire Medco in an all-stock, tax-free pooling of interests transaction; the equity value is about $350 million, or $31.45 per Medco share, based on King's Nov. 30 closing stock price of $46.13 and Medco's 11 million fully diluted shares; Medco shareholders will receive .6818 shares of King common stock in exchange for each share of Medco's common stock, as long as Medco's average closing price is between $33 and $49.87 during a designated time period; Medco stockholders will vote on the merger in February.
Molecular Biosystems Inc. Palatin Technologies Inc. Nov-99 1Q:00E 27 Palatin and Molecular Biosystems (MBI) agreed to merge, creating a combined company that will keep the Palatin name and be headquartered in Princeton, N.J.; MBI stockholders will receive 0.5250 shares of Palatin common stock for each share of MBI common stock; upon completion of the transaction, Palatin and MBI stockholders will each own approximately 50 percent of the new company

III. TERMINATED

Company Acquired Aquired By Or Merged With Date Announced Date Completed Value (M) Terms/Details
Alza Corp. Abbott Laboratories Jun-99 Jan-00 $7,300 Abbott was to acquire all of Alza's outstanding stock in a stock-for-stock merger intended to be tax-free; Alza shareholders would have received a fixed exchange ratio of 1.20 shares of Abbott common stock for each share of Alza; the companies were unable to reach an agreement with the Federal Trade Commission that would satisfy antitrust concerns relating to their merger
Cell Genesys Genzyme General Oct-99 Dec-99 350 Genzyme was to acquire Cell Genesys in a tax-free, stock-for-stock exchange; the companies terminated the agreement because Cell Genesys directors had second thoughts since the company's equity position in Abgenix Inc. had increased by about $240 million since the merger was announced
ChemTrak Inc. Clinimetrics Research Associates Inc. Nov-98 Jan-99 ND Chemtrak planned to sell all of its assets and operations, including patents and product licenses; Clinimetrics was going to assume certain liabilities and pay additional funds to ChemTrak, but later withdrew its offer; ChemTrak, which filed for Chapter 11 reorganization in December 1998, ceased its operations in January 1999
GeneSense Technologies Inc. (Canada) Synsorb Biotech Inc. (Canada) Dec-98 Feb-99 3.6 Synsorb was to acquire 33% of Gene Sense's outstanding shares by issuing up to 2.1M common shares (valued at US$3.6M on announcement date); Synsorb had the option to acquire the rest of GeneSense after its completion of Phase I/II trial of GTI 2040 (antisense compound for cancer); transaction was subject to GeneSense establishing its own financing, which it failed to do, making the acquisition null and void. Lorus Therapeutics Inc. later acquired GeneSense
Metra Biosystems Inc. Spectral Diagnostics Inc (Canada) Dec-98 Jan-99 0.2 Spectral had offered 9.4M shares and a cash payment totaling $0.2M to acquire all Metra's outstanding stock; the termination of the agreement was mutual; the companies intend to collaborate in certain areas of mutual interest