DUBLIN, Ireland — Elan Corp. (NYSE:ELN) and Endorex Corp. (OTC:ENDR) have announced plans to establish a joint venture company to develop oral and mucosal therapeutic and prophylactic vaccines.

The company, as yet unnamed, will be capitalized at US$10 million initially, Elan's executive vice president of business development, Michael Sember, told BioWorld International. Chicago-based Endorex will initially own 80.1 percent of its stock, while Elan, of Dublin, will hold the remainder.

Elan will commit US$1.5 million to R&D activities during the first year of the venture, and will continue to support the company at a level commensurate with its ownership. It also will invest US$2 million in Endorex, at US$6.50 per share. In addition, it will receive warrants from Endorex with a six-year term to acquire a further 230,000 shares, at US$10 each. Both companies will receive milestone payments and royalties from the new entity.

Virtual, At First

The venture will be structured, initially, as a virtual corporation, Sember said, with development activities in Chicago and at Elan's research facility in Trinity College, Dublin. Endorex's majority-owned subsidiary, Orasomal Technologies, will license oral vaccine rights to its polymerized liposome technology, which it has licensed from Massachusetts Institute of Technology (MIT).

Robert Langer, a professor of chemical and biomedical engineering at MIT who developed the Orasome technology with colleagues, is likely to play a significant role in the new company, Sember said.

Polymerized liposomes are better able to withstand the harsh environment of the gastrointestinal system than conventional liposomes, according to an Endorex statement. Thus, they accomplish high uptake of encapsulated vaccine antigens and elicit strong levels of systemic and mucosal immune response. This technology will be combined with Elan's expertise in biodegradable polymers for delivery of therapeutic substances.

The two companies have not yet finalized the disease areas they plan to tackle. They are actively seeking partners with proprietary vaccines, Sember said, but they may also source commercially available antigens. They also plan to conduct some preliminary proof-of-concept experiments before making this decision.

Independent of the joint venture, Endorex will continue to develop its Orasome technology for oral delivery of therapeutic peptides and proteins.

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