Full Doc
 | 2001 |
Intermune Licenses Infergen from Amgen
Intermune Licenses Infergen from Amgen (5K)
Doc #278336: This document is immediately available for purchase, but does not have a preview available for viewing.
 InterMune Inc
Prepared by MERRILL CORPORATION
EX-99.1 2 a2052097zex-99_1.htm EX-99.1 QuickLinks -- Click here to rapidly navigate through this document
EXHIBIT 99.1
CONTACT: Tim Lynch Chief Financial Officer InterMune 650-409-2028 tlynch@intermune.com
Lilian Stern Stern Investor Relations 212-315-0145 lilian@sternir.com
Steve Cragle Edelman Public Relations 415-433-5381 steve.cragle@edelman.com
INTERMUNE LICENSES INFERGEN FROM AMGEN
FOR IMMEDIATE RELEASE:
BURLINGAME, CA, June 15, 2001,InterMune, Inc. (Nasdaq: ITMN) today announced that it has signed an agreement to license Infergen (Interferon alfacon-1) from Amgen Inc. Infergen is a therapeutic approved by the FDA for the treatment of chronic hepatitis C infections, which was developed and commercialized by Amgen.
The agreement provides InterMune with exclusive rights to develop and commercialize Infergen, as well as an early stage pegylated interferon product candidate being developed by Amgen, in the United States and Canada. Amgen will supply Infergen to InterMune. The agreement includes a $21 million up-front payment to Amgen, near-term performance milestone payments of up to $8 million, additional milestone payments on the pegylated interferon program and royalties on both products.
W. Scott Harkonen, M.D., Chairman and Chief Executive Officer of InterMune, said, "We are delighted to form this relationship with Amgen, a world leader in biotechnology. With Infergen, InterMune now has three marketed products. We expect that over the next 18 months, four ongoing studies totaling over 1,000 patients will provide new clinical data relating to Infergen. In addition, we see further development potential for Infergen, which fits well with our existing programs for Actimmune in the areas of oncology and liver fibrosis associated with hepatitis C infections."
Kevin Sharer, Chairman and Chief Executive Officer of Amgen, said, "Infergen is valuable but fell outside our defined therapeutic areas of interest. We are pleased to be able to license Infergen to InterMune, a company with the focus, development resources and commercialization team able to maximize Infergen's potential."
Infergen is currently approved as treatment for adult patients with chronic hepatitis C infections, including therapy for patients who have never been treated with interferons and for patients following relapse or treatment non-response to certain previous treatments. Infergen is the only interferon approved for the treatment of patients who have failed other treatments for chronic hepatitis C infections.
-more-
INTERMUNE LICENSES INFERGEN FROM AMGEN Page 2
Hepatitis C virus is the most common form of chronic hepatitis infection in North America and Europe, with close to four million adults infected in the United States. If not detected and treated, hepatitis C may lead to chronic liver disease, including liver cancer, and ranks second to alcoholism as a cause of cirrhosis.
InterMune will hold a conference call at 2:00 p.m. Eastern Time on Friday, June 15, 2001 to discuss the license of Infergen from Amgen and updated financial guidance. Interested investors and others may listen to the call live through an Internet webcast, which may be accessed by visiting InterMune's website at http://www.intermune.com and clicking on the "Investor Relations" icon. InterMune is developing and commercializing innovative products for the treatment of serious pulmonary and infectious diseases and cancer. InterMune markets its lead product, Actimmune, for the treatment of chronic granulomatous disease (CGD) and severe, malignant osteopetrosis. InterMune is currently conducting a Phase III clinical trial with Actimmune for the treatment of idiopathic pulmonary fibrosis (IPF). InterMune is also conducting or planning clinical trials of Actimmune for the treatment of multidrug-resistant tuberculosis (MDR TB), atypical mycobacterial infections, ovarian cancer, cryptococcal meningitis, cystic fibrosis, liver fibrosis and non-Hodgkin's lymphoma. InterMune also markets Amphotec worldwide for the treatment of invasive aspergillosis.
Except for the historical information contained herein, this press release contains certain forward-looking statements concerning the possible development and commercial benefits of Infergen and the pegylated form of Infergen that involve risks and uncertainties. All forward-looking statements and other information included in this press release are based on information available to InterMune as of the date hereof, and InterMune assumes no obligation to update any such forward-looking statements or information. InterMune's actual results could differ materially from those described in InterMune's forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the heading "Risk Factors" and the risks and factors discussed in InterMune's most recent periodic reports (i.e., 10-K, 10-Q, and 8-K) and Form S-3 filed with the SEC. In sum, these significant risks include, but are not limited to: the uncertainty of success of InterMune's efforts in research, development, commercialization, product acceptance, third-party manufacturing and capital raising; the uncertain, lengthy and expensive regulatory process; uncertainties associated with: obtaining and enforcing patents important to its business, being an early-stage company and relying on third-party payors' reimbursement policies; competition from other products; and product liability lawsuits.
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QuickLinks
INTERMUNE LICENSES INFERGEN FROM AMGEN
278336
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Amgen
As referenced in this Intermune Licenses Infergen from Amgen:
AMGEN – Relations
212-315-0145
lilian@sternir.com
Steve Cragle
Edelman Public Relations
415-433-5381
steve.cragle@edelman.com
INTERMUNE LICENSES INFERGEN FROM AMGEN
FOR IMMEDIATE RELEASE:
BURLINGAME, CA, June 15, 2001,InterMune, Inc. (Nasdaq: ITMN) today announced that it has signed an agreement to license _____________
Amgen – CA, June 15, 2001,InterMune, Inc. (Nasdaq: ITMN) today announced that it has signed an agreement to license Infergen (Interferon alfacon-1) from Amgen Inc. Infergen is a therapeutic approved by the FDA for the treatment of chronic hepatitis C infections, which was developed and commercialized by _____________
Amgen. – Inc. Infergen is a therapeutic approved by the FDA for the treatment of chronic hepatitis C infections, which was developed and commercialized by Amgen.
The agreement provides InterMune with exclusive rights to develop and commercialize Infergen, as well as an early stage pegylated interferon product candidate _____________
Amgen, – provides InterMune with exclusive rights to develop and commercialize Infergen, as well as an early stage pegylated interferon product candidate being developed by Amgen, in the United States and Canada. Amgen will supply Infergen to InterMune. The agreement includes a $21 million up-front payment to _____________
Amgen – and commercialize Infergen, as well as an early stage pegylated interferon product candidate being developed by Amgen, in the United States and Canada. Amgen will supply Infergen to InterMune. The agreement includes a $21 million up-front payment to Amgen, near-term performance milestone payments of up _____________
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InterMune
As referenced in this Intermune Licenses Infergen from Amgen:
InterMune
– 99_1.htm EX-99.1
QuickLinks -- Click here to rapidly navigate through this document
EXHIBIT 99.1
CONTACT:
Tim Lynch
Chief Financial Officer
InterMune
650-409-2028
tlynch@intermune.com
Lilian Stern
Stern Investor Relations
212-315-0145
lilian@sternir.com
Steve Cragle
Edelman Public Relations
_____________
@intermune. – QuickLinks -- Click here to rapidly navigate through this document
EXHIBIT 99.1
CONTACT:
Tim Lynch
Chief Financial Officer
InterMune
650-409-2028
tlynch@intermune. com
Lilian Stern
Stern Investor Relations
212-315-0145
lilian@sternir.com
Steve Cragle
Edelman Public Relations
415-433-5381
steve.cragle@edelman. _____________
INTERMUNE – Lilian Stern
Stern Investor Relations
212-315-0145
lilian@sternir.com
Steve Cragle
Edelman Public Relations
415-433-5381
steve.cragle@edelman.com
INTERMUNE LICENSES INFERGEN FROM AMGEN
FOR IMMEDIATE RELEASE:
BURLINGAME, CA, June 15, 2001,InterMune, Inc. (Nasdaq: ITMN) today announced that it has signed an _____________
,InterMune, – Edelman Public Relations
415-433-5381
steve.cragle@edelman.com
INTERMUNE LICENSES INFERGEN FROM AMGEN
FOR IMMEDIATE RELEASE:
BURLINGAME, CA, June 15, 2001,InterMune, Inc. (Nasdaq: ITMN) today announced that it has signed an agreement to license Infergen (Interferon alfacon-1) from Amgen Inc. Infergen is _____________
InterMune – therapeutic approved by the FDA for the treatment of chronic hepatitis C infections, which was developed and commercialized by Amgen.
The agreement provides InterMune with exclusive rights to develop and commercialize Infergen, as well as an early stage pegylated interferon product candidate being developed by Amgen, in _____________
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Full Doc
 | 2001 |
Intermune Announces Updated 2001 Financial Guidance and Conference Call 2001 Revenue Goal for Actimmune Increased to $31 Million
Intermune Announces Updated 2001 Financial Guidance and Conference Call 2001 Revenue Goal for Actimmune Increased to $31 Million (7K)
Doc #278337: This document is immediately available for purchase, but does not have a preview available for viewing.
 InterMune Inc
Prepared by MERRILL CORPORATION
EX-99.2 3 a2052097zex-99_2.htm EX-99.2 QuickLinks -- Click here to rapidly navigate through this document
Exhibit 99.2
CONTACT:
Tim Lynch Chief Financial Officer InterMune 650-409-2028 tlynch@intermune.com
Lilian Stern Stern Investor Relations 212-315-0145 lilian@sternir.com
Steve Cragle Edelman Public Relations 415-433-5381 steve.cragle@edelman.com
INTERMUNE ANNOUNCES UPDATED 2001 FINANCIAL GUIDANCE AND CONFERENCE CALL 2001 Revenue Goal For Actimmune Increased to $31 Million
BURLINGAME, CA, June 15, 2001 InterMune, Inc. (Nasdaq: ITMN) announced today updated 2001 financial guidance, including new product revenue goals. The new financial guidance reflects the Company's recent corporate development activities, including the license of Infergenfrom Amgen Inc. (Nasdaq: AMGN) also announced today, as well as the expansion of development programs for Actimmune and other activities since the Company's previous guidance on February 15, 2001.
The Company's 2001 net revenue goal for Actimmune is now $31 million, a $5 million increase over the Company's 2001 net revenue goal for Actimmune of $26 million most recently stated on April 25, 2001. Quarterly net sales goals for Actimmune for the remainder of 2001 are now $7.0 million in the second quarter, $8.6 million in the third quarter, and $10.5 million in the fourth quarter. The 2001 goal for the Company's total net product sales for Actimmune, Infergen and Amphotec combined is $35 million.
The Company's guidance for its 2001 research and development expenses was approximately $32 million, as of February 15, 2001. Since then, the Company has expanded its development activities through the following:
- The exclusive license of Infergen from Amgen, including the assumption of ongoing clinical activities for Infergen and the rights to Amgen's pegylation program and technology surrounding Infergen. The FDA has approved Infergen for the treatment of chronic hepatitis C infections. The Company plans to initiate additional clinical trials for the treatment of chronic hepatitis C infections, and believes that Infergen may have potential for the treatment of hepatitis B and cancer.
- A strategic partnership with Boehringer Ingelheim International GmbH to develop and commercialize interferon gamma-1b in Europe and other parts of the world.
- A program to develop Actimmune for the treatment of liver fibrosis associated with hepatitis C infection. The Company plans to initiate a Phase II clinical trial in the fourth quarter of 2001.
- A program to develop Actimmune in combination with Rituxan as second-line therapy for the treatment of non-Hodgkin's lymphoma. The Company plans to initiate a Phase II clinical trial in the fourth quarter of 2001.
- The acceleration of the Company's plans to initiate a Phase III trial of Actimmune as first-line combination therapy for the treatment of ovarian cancer.
- A collaboration with MoliChem Medicines, Inc. to develop and commercialize Moli1901 for the treatment of a range of pulmonary indications, including cystic fibrosis.
With the broad expansion of the Company's development activities and resources, including new clinical programs for Actimmune and Infergen which address major commercial opportunities, research and development expenses are currently expected to be approximately $40-$44 million in 2001, as compared with the Company's earlier guidance of $32 million.
The Company's guidance for its 2001 selling, general and administrative expenses was approximately $24 million as of February 15, 2001. Selling, general and administrative expenses are currently expected to be approximately $28-$30 million in 2001 as a result of the Company's re-launch of Infergen and increased corporate infrastructure to support expanded activities.
The Company's February 15, 2001 guidance for its 2001 net losses was approximately $36 million. Net losses are currently expected to be approximately $50-$55 million in 2001, including contribution from product sales, interest income on existing cash balances and approximately $10 million in recurring non-cash expenses, such as amortization of product rights and deferred compensation. Accordingly, 2001 net operating cash burn associated with net losses (which excludes the approximately $10 million in recurring non-cash expenses) is expected to be approximately $40-$45 million. The net loss guidance for 2001 does not reflect up to $8 million in near-term milestone payments to Amgen related to the license of Infergen and the pegylated Infergen program, some or all of which may occur in 2001. InterMune continues to target profitability by the end of 2003.
InterMune will hold a conference call at 2:00 p.m. Eastern Time on Friday, June 15, 2001 to discuss the license of Infergen from Amgen and updated financial guidance. Interested investors and others may listen to the call live through an Internet webcast, which may be accessed by visiting InterMune's website at http://www.intermune.com and clicking on the "Investor Relations" icon.
InterMune is developing and commercializing innovative products for the treatment of serious pulmonary and infectious diseases and cancer. InterMune markets its lead product, Actimmune, for the treatment of chronic granulomatous disease (CGD) and severe, malignant osteopetrosis. InterMune is currently conducting a Phase III clinical trial with Actimmune for the treatment of idiopathic pulmonary fibrosis (IPF). InterMune is also conducting or planning clinical trials of Actimmune for the treatment of multidrug-resistant tuberculosis (MDR TB), atypical mycobacterial infections, ovarian cancer, cryptococcal meningitis, cystic fibrosis, liver fibrosis and non-Hodgkin's lymphoma. InterMune recently acquired rights to Infergen, which is marketed in the United States and Canada for the treatment of chronic hepatitis C infections. InterMune also markets Amphotec worldwide for the treatment of invasive aspergillosis.
Except for the historical information contained herein, this press release contains certain forward-looking statements, concerning the possible revenues, expenses and programs of InterMune, that involve risks and uncertainties. All forward-looking statements and other information included in this press release are based on information available to InterMune as of the date hereof, and InterMune assumes no obligation to update any such forward-looking statements or information. InterMune's actual results could differ materially from those described in InterMune's forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the heading "Risk Factors" and the risks and factors discussed in InterMune's most recent periodic reports (i.e., 10-K, 10-Q and 8-K) and Form S-3 filed with the SEC. In sum, these significant risks include, but are not limited to: the uncertainty of success of InterMune's efforts in research, development, commercialization, product acceptance, third-party manufacturing and capital raising; the uncertain, lengthy and expensive regulatory process; uncertainties associated with: obtaining and enforcing patents important to its business, being an early-stage company and relying on third-party payors' reimbursement policies; competition from other products; and product liability lawsuits.
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278337
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Amgen
As referenced in this Intermune Announces Updated 2001 Financial Guidance and Conference Call 2001 Revenue Goal for Actimmune Increased to $31 Million:
Amgen – guidance, including new product revenue goals. The new financial guidance reflects the Company's recent corporate development activities, including the license of Infergenfrom Amgen Inc. (Nasdaq: AMGN) also announced today, as well as the expansion of development programs for Actimmune and other activities since the Company's _____________
Amgen, – as of February 15, 2001. Since then, the Company has expanded its development activities through the following:
The exclusive license of Infergen from Amgen, including the assumption of ongoing clinical activities for Infergen and the rights to Amgen's pegylation program and technology surrounding Infergen. The _____________
Amgen' – through the following:
The exclusive license of Infergen from Amgen, including the assumption of ongoing clinical activities for Infergen and the rights to Amgen' s pegylation program and technology surrounding Infergen. The FDA has approved Infergen for the treatment of chronic hepatitis C infections. The Company plans _____________
Amgen – approximately $40-$45 million. The net loss guidance for 2001 does not reflect up to $8 million in near-term milestone payments to Amgen related to the license of Infergen and the pegylated Infergen program, some or all of which may occur in 2001. InterMune continues to _____________
Amgen – hold a conference call at 2:00 p.m. Eastern Time on Friday, June 15, 2001 to discuss the license of Infergen from Amgen and updated financial guidance. Interested investors and others may listen to the call live through an Internet webcast, which may be accessed by _____________
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InterMune
As referenced in this Intermune Announces Updated 2001 Financial Guidance and Conference Call 2001 Revenue Goal for Actimmune Increased to $31 Million:
InterMune
– 99_2.htm EX-99.2
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 99.2
CONTACT:
Tim Lynch
Chief Financial Officer
InterMune
650-409-2028
tlynch@intermune.com
Lilian Stern
Stern Investor Relations
212-315-0145
lilian@sternir.com
Steve Cragle
Edelman Public Relations
_____________
@intermune. – QuickLinks -- Click here to rapidly navigate through this document
Exhibit 99.2
CONTACT:
Tim Lynch
Chief Financial Officer
InterMune
650-409-2028
tlynch@intermune. com
Lilian Stern
Stern Investor Relations
212-315-0145
lilian@sternir.com
Steve Cragle
Edelman Public Relations
415-433-5381
steve.cragle@edelman. _____________
INTERMUNE – Lilian Stern
Stern Investor Relations
212-315-0145
lilian@sternir.com
Steve Cragle
Edelman Public Relations
415-433-5381
steve.cragle@edelman.com
INTERMUNE ANNOUNCES UPDATED 2001 FINANCIAL GUIDANCE AND
CONFERENCE CALL
2001 Revenue Goal For Actimmune Increased to $31 Million
BURLINGAME, CA, June 15, 2001 InterMune, _____________
InterMune, – INTERMUNE ANNOUNCES UPDATED 2001 FINANCIAL GUIDANCE AND
CONFERENCE CALL
2001 Revenue Goal For Actimmune Increased to $31 Million
BURLINGAME, CA, June 15, 2001 InterMune, Inc. (Nasdaq: ITMN) announced today updated 2001 financial guidance, including new product revenue goals. The new financial guidance reflects the Company's _____________
InterMune – payments to Amgen related to the license of Infergen and the pegylated Infergen program, some or all of which may occur in 2001. InterMune continues to target profitability by the end of 2003.
InterMune will hold a conference call at 2:00 p.m. Eastern Time on _____________
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Full Doc
 | 2002 |
Immunex Announces Settlement of Certain Litigations Relating to Merger with Amgen Inc.
Immunex Announces Settlement of Certain Litigations Relating to Merger with Amgen Inc. (6K)
Doc #284796: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-99 {SEQUENCE}4 {FILENAME}s625998.txt {DESCRIPTION}EXHIBIT 99.2 - PRESS RELEASE {TEXT} FOR IMMEDIATE RELEASE CONTACT: Josh Schroeter (media) Monday, April 29, 2002 206.389.4335 John Calhoun (investors) 206.389.4361
Immunex Announces Settlement Of Certain Litigations Relating To Merger With Amgen Inc.
SEATTLE, WA - Immunex Corporation (Nasdaq: IMNX) announced today the settlement, which is subject to court approval among other things, of three lawsuits against Immunex and certain of its directors and officers relating to the proposed acquisition of Immunex by Amgen Inc.: (i) a suit filed by David Osher, on behalf of a class of Immunex shareholders, against Immunex, all members of the Immunex board of directors, Wyeth and Amgen; (ii) a suit filed by Adele Brody, on behalf of a class of Immunex shareholders, against Immunex, Wyeth, all members of the Immunex board of directors and the marital community of each named individual; and (iii) a suit filed by Edwin Weiner, on behalf of a class of Immunex shareholders, against Immunex, against Immunex, Wyeth, all members of the Immunex board of directors and the marital community of each named individual.
In connection with the settlement, (i) Immunex and Amgen agreed to reduce the termination fee payable by Immunex or Amgen under certain circumstances set forth in the Amended and Restated Agreement and Plan of Merger among Immunex, Amgen and a wholly-owned subsidiary of Amgen by $20 million, (ii) Immunex obtained an updated opinion from Merrill Lynch, Pierce, Fenner & Smith Incorporated regarding the fairness of the merger consideration from a financial point of view to be received by Immunex shareholders, and (iii) Immunex agreed to provide certain additional disclosures regarding the merger in a Current Report on Form 8-K, which is being filed with the Securities and Exchange Commission today.
On December 17, 2001, Immunex agreed to be acquired by Amgen. The acquisition will merge Immunex, one of the fastest growing biotechnology companies in the industry, with Amgen, the largest biotechnology company. Pending required shareholder approval for both companies, and approval by regulatory authorities, the transaction is expected to be completed as early as June 2002. Shareholder meetings for both companies are scheduled to occur on May 16, 2002.
Immunex Corporation is a leading biopharmaceutical company dedicated to improving lives through immune system science innovations.
Note: Except for the historical information contained herein, this news release contains forward-looking statements that involve substantial risks and uncertainties. Among the factors that could cause actual results or timelines to differ materially are risks associated with research and clinical development, regulatory approvals, our supply capabilities and reliance on third-party manufacturers, product commercialization, competition, litigation and other risk factors listed from time to time in reports filed by Immunex with the Securities and Exchange Commission, including but not limited to risks described under the caption "Important Factors That May Affect Our Business, Our Results of Operation and Our Stock Price" within our most recently filed Form 10-K. The forward-looking statements contained in this news release represent our judgment as of the date of this release. Immunex undertakes no obligation to publicly update any forward-looking statements. An electronic version of this news release-as well as additional information about Immunex of interest to investors, customer, future employees and patients-is available on the Immunex home page at www.immunex.com.
Where you can find Additional Information about the Acquisition: In connection with the proposed acquisition, Immunex and Amgen filed with the Securities and Exchange Commission on March 22, 2002, their joint proxy statement/prospectus that contains important information about the merger. Investors and security holders of Immunex and Amgen are urged to read the joint proxy statement/prospectus filed with the Securities and Exchange Commission on March 22, 2002, and any other relevant materials filed by Immunex or Amgen because they contain, or will contain, important information about Immunex, Amgen and the acquisition. The joint proxy statement/prospectus filed with the Securities and Exchange Commission on March 22, 2002, other relevant materials and any other documents filed, or to be filed, by Immunex or Amgen with the Securities and Exchange Commission, may be obtained free of charge at the Securities and Exchange Commission's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the Securities and Exchange Commission by Immunex by contacting Immunex Corporation, 51 University Street, Seattle, WA 98101, Attn: Investor Relations. Investors and security holders may obtain free copies of the documents filed with the Securities and Exchange Commission by Amgen by directing a request to: Amgen Inc., One Amgen Center Drive, Thousand Oaks, CA 91320, Attn: Investor Relations. Investors and security holders are urged to read the joint proxy statement/prospectus filed with the Securities and Exchange Commission on March 22, 2002 and any other relevant materials filed by Immunex or Amgen before making any voting or investment decision with respect to the acquisition. Immunex, Amgen and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of Immunex and Amgen in favor of the merger. Information about the executive officers and directors of Immunex and their ownership of Immunex common stock, and information about the executive officers and directors of Amgen and their ownership of Amgen common stock is set forth in the joint proxy statement/prospectus for Immunex's annual meeting of shareholders and Amgen's annual meeting of stockholders, which has been filed with the Securities and Exchange Commission. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Immunex, Amgen and their respective executive officers and directors in the merger by reading the joint proxy statement/prospectus regarding the acquisition.
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Amgen
As referenced in this Immunex Announces Settlement of Certain Litigations Relating to Merger with Amgen Inc.:
Amgen – Monday, April 29, 2002 206.389.4335
John Calhoun (investors)
206.389.4361
Immunex Announces Settlement Of Certain
Litigations Relating To Merger With Amgen Inc.
SEATTLE, WA - Immunex Corporation (Nasdaq: IMNX) announced today the
settlement, which is subject to court approval among other things, of three
lawsuits _____________
Amgen – among other things, of three
lawsuits against Immunex and certain of its directors and officers relating
to the proposed acquisition of Immunex by Amgen Inc.: (i) a suit filed by
David Osher, on behalf of a class of Immunex shareholders, against Immunex,
all members of the Immunex _____________
Amgen; – by
David Osher, on behalf of a class of Immunex shareholders, against Immunex,
all members of the Immunex board of directors, Wyeth and Amgen; (ii) a suit
filed by Adele Brody, on behalf of a class of Immunex shareholders, against
Immunex, Wyeth, all members of the _____________
Amgen – members of the Immunex board of directors and
the marital community of each named individual.
In connection with the settlement, (i) Immunex and Amgen agreed to reduce
the termination fee payable by Immunex or Amgen under certain circumstances
set forth in the Amended and Restated Agreement and _____________
Amgen – of each named individual.
In connection with the settlement, (i) Immunex and Amgen agreed to reduce
the termination fee payable by Immunex or Amgen under certain circumstances
set forth in the Amended and Restated Agreement and Plan of Merger among
Immunex, Amgen and a wholly-owned subsidiary _____________
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Wyeth
As referenced in this Immunex Announces Settlement of Certain Litigations Relating to Merger with Amgen Inc.:
Wyeth – suit filed by
David Osher, on behalf of a class of Immunex shareholders, against Immunex,
all members of the Immunex board of directors, Wyeth and Amgen; (ii) a suit
filed by Adele Brody, on behalf of a class of Immunex shareholders, against
Immunex, Wyeth, all members of _____________
Wyeth, – board of directors, Wyeth and Amgen; (ii) a suit
filed by Adele Brody, on behalf of a class of Immunex shareholders, against
Immunex, Wyeth, all members of the Immunex board of directors and the
marital community of each named individual; and (iii) a suit filed by _____________
Wyeth, – each named individual; and (iii) a suit filed by Edwin
Weiner, on behalf of a class of Immunex shareholders, against Immunex,
against Immunex, Wyeth, all members of the Immunex board of directors and
the marital community of each named individual.
In connection with the settlement, (i) _____________
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Full Doc
 | 2002 |
Immunex Announces First Quarter 2002 Results
Immunex Announces First Quarter 2002 Results (16K)
Doc #284797: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}3 {FILENAME}dex991.txt {DESCRIPTION}IMMUNEX PRESS RELEASE DATED APRIL 22, 2002 {TEXT} {PAGE} Exhibit 99.1
For Immediate Release, April 22, 2002
CONTACT:
Robin Shapiro (media), Immunex Corporation, 206.389.4040 Mark Leahy (investors), Immunex Corporation, 206.389.4363
Immunex Announces First Quarter 2002 Results
Product Sales Growth Drives Financial Performance: Revenue and Product Sales Up 25%, Operating Income Up 61%
================================================================================
SEATTLE -- Immunex Corporation (Nasdaq: IMNX) today reported financial results for the first quarter of 2002. Total revenues were up 25 percent to $272.0 million for the first three months of 2002 compared to $217.8 million in the first quarter of 2001. Total product sales in the first quarter of 2002 were $265.4 million, up 25 percent over the prior-year quarter. As a result, operating income increased 61 percent to $27.1 million in the first quarter of 2002, compared to $16.9 million in the first quarter of 2001. Net income was $34.9 million, or 6 cents per share in the first quarter of 2002, compared to net income of $39.8 million, or 7 cents per share in the first quarter of 2001. Net income was down comparably quarter over quarter as the company's tax rate changed from 15 percent in the first quarter of 2001 to 31 percent in the first quarter of 2002.
"Strong sales growth continues to fuel our business momentum," said Ed Fritzky, Chairman and CEO of Immunex. "A new indication, manufacturing progress and an expanded sale force for ENBREL are expected to help us achieve more growth in 2002."
Sales of ENBREL(R) (etanercept), the company's flagship drug to treat rheumatoid arthritis and psoriatic arthritis, grew 31 percent to $216.5 million for the first quarter of 2002, compared with $164.9 million in the first quarter of 2001. Sales of ENBREL for the first quarter were comparable to the fourth quarter of 2001 as the company managed demand with available supply.
"Demand for ENBREL has grown substantially because it has been a breakthrough therapy in rheumatoid arthritis and psoriatic arthritis," said Peggy Phillips, executive vice president and chief operating officer. "We anticipate that demand will continue to grow from current and potential future indications, including ankylosing spondylitis and psoriasis. To keep pace with future anticipated demand, we are investing in technology and facilities to substantially increase supply."
ENBREL is currently manufactured by Boehringer Ingelheim Pharma KG in Germany. Immunex's goal is to gain Food and Drug Administration (FDA) approval of its manufacturing plant in Rhode Island by year end. Last week the company announced progress toward increased mid-term supply of ENBREL, which is anticipated to be significantly boosted in 2004 and 2005 by additional contract manufacturing with Genentech, Inc. Two additional plants are under
-1-
{PAGE}
construction; a second facility in Rhode Island owned by Immunex and a facility in Ireland owned by Wyeth, the company's co-promotion partner for ENBREL.
Net sales of LEUKINE(R) (sargramostim) and NOVANTRONE(R) (mitoxantrone for injection concentrate) grew 22 percent to $47.9 million for the first quarter, compared to $39.3 million in the first quarter of 2001. Sales of NOVANTRONE grew 46 percent quarter-over-quarter to $19.3 million, supported by strong demand in worsening multiple sclerosis.
Research and development investments totaled $53.7 million for the first quarter of 2002, compared to $49.2 million for the first quarter of 2001. Increase in these investments primarily supported initiation for new clinical trials for ENBREL in psoriasis, ankylosing spondylitis and Wegener's disease; clinical trials for IL-R type 2 in rheumatoid arthritis; and for ABX-EGF in cancer.
Expenses related to selling, general and administrative (SG&A) activities totaled $120.9 million for the first quarter of 2002, up 30 percent when compared to the same period in 2001, primarily due to the higher profit sharing payments to Wyeth from higher sales of ENBREL. In addition, a new sales force for ENBREL launched a new indication for reducing the signs and symptoms of active arthritis in patients with psoriatic arthritis in January 2002.
Cash and cash equivalents, including restricted investments were $1.3 billion as of March 31, 2002.
On December 17, 2001, Immunex agreed to be acquired by Amgen Inc. The acquisition will merge Immunex, one of the fastest growing biotechnology companies in the industry with Amgen, the largest biotechnology company. Pending required shareholder approval for both companies, and approval by regulatory authorities, the transaction is expected to be completed as early as June 2002. Shareholder meetings for both companies are scheduled to occur on May 16, 2002.
Immunex Corporation is a leading biopharmaceutical company dedicated to improving lives through immune system science innovations.
Note: Except for the historical information contained herein, this news release contains forward-looking statements that involve substantial risks and uncertainties. Among the factors that could cause actual results or timelines to differ materially are risks associated with research and clinical development, regulatory approvals, our supply capabilities and reliance on third-party manufacturers, product commercialization, competition, litigation and other risk factors listed from time to time in reports filed by Immunex with the SEC, including but not limited to risks described under the caption "Important Factors That May Affect Our Business, Our Results of Operation and Our Stock Price" within our most recently filed Form 10-K. The forward-looking statements contained in this news release represent our judgment as of the date of this release. Immunex undertakes no obligation to publicly update any forward-looking statements. An electronic version of this news release-as well as additional information about Immunex of interest to investors, customer, future employees and patients-is available on the Immunex home page at www.immunex.com. ---------------
-2-
{PAGE}
Where you can find Additional Information about the Acquisition
In connection with the proposed acquisition, Immunex and Amgen filed with the SEC on March 22, 2002, Amendment No. 1 to their joint proxy statement/prospectus that contains important information about the merger. Investors and security holders of Immunex and Amgen are urged to read the Amendment No. 1 to the joint proxy statement/prospectus filed with the SEC on March 22, 2002, and any other relevant materials filed by Immunex or Amgen because they contain, or will contain, important information about Immunex, Amgen and the acquisition. The Amendment No. 1 to the joint proxy statement/prospectus filed with the SEC on March 22, 2002, other relevant materials and any other documents filed, or to be filed, by Immunex or Amgen with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Immunex by contacting Immunex Corporation, 51 University Street, Seattle, WA 98101, Attn: Investor Relations. Investors and Security holders may obtain free copies of the documents filed with the SEC by Amgen by directing a request to: Amgen Inc., One
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Amgen
As referenced in this Immunex Announces First Quarter 2002 Results:
Amgen – equivalents, including restricted investments were $1.3 billion as
of March 31, 2002.
On December 17, 2001, Immunex agreed to be acquired by Amgen Inc. The
acquisition will merge Immunex, one of the fastest growing biotechnology
companies in the industry with Amgen, the largest biotechnology company. Pending
_____________
Amgen, – agreed to be acquired by Amgen Inc. The
acquisition will merge Immunex, one of the fastest growing biotechnology
companies in the industry with Amgen, the largest biotechnology company. Pending
required shareholder approval for both companies, and approval by regulatory
authorities, the transaction is expected to be _____________
Amgen – at www.immunex.com.
---------------
-2-
{PAGE}
Where you can find Additional Information about the Acquisition
In connection with the proposed acquisition, Immunex and Amgen filed with the
SEC on March 22, 2002, Amendment No. 1 to their joint proxy statement/prospectus
that contains important information about the _____________
Amgen – Amendment No. 1 to their joint proxy statement/prospectus
that contains important information about the merger. Investors and security
holders of Immunex and Amgen are urged to read the Amendment No. 1 to the joint
proxy statement/prospectus filed with the SEC on March 22, 2002, and _____________
Amgen – to the joint
proxy statement/prospectus filed with the SEC on March 22, 2002, and any other
relevant materials filed by Immunex or Amgen because they contain, or will
contain, important information about Immunex, Amgen and the acquisition. The
Amendment No. 1 to the joint proxy statement/ _____________
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Genentech
As referenced in this Immunex Announces First Quarter 2002 Results:
Genentech, Inc – toward increased mid-term supply of ENBREL, which is anticipated to be
significantly boosted in 2004 and 2005 by additional contract manufacturing with
Genentech, Inc . Two additional plants are under
-1-
{PAGE}
construction; a second facility in Rhode Island owned by Immunex and a facility
in Ireland _____________
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Wyeth
As referenced in this Immunex Announces First Quarter 2002 Results:
Wyeth, – additional plants are under
-1-
{PAGE}
construction; a second facility in Rhode Island owned by Immunex and a facility
in Ireland owned by Wyeth, the company's co-promotion partner for ENBREL.
Net sales of LEUKINE(R) (sargramostim) and NOVANTRONE(R) (mitoxantrone for
injection concentrate) grew _____________
Wyeth – quarter of 2002, up 30 percent when
compared to the same period in 2001, primarily due to the higher profit sharing
payments to Wyeth from higher sales of ENBREL. In addition, a new sales force
for ENBREL launched a new indication for reducing the signs and symptoms _____________
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Immunomedics in Discussions to Regain Development Rights from Amgen For Epratuzumab
Immunomedics in Discussions to Regain Development Rights from Amgen For Epratuzumab (4K)
Doc #274610: This document is immediately available for purchase, but does not have a preview available for viewing.
 Immunomedics Inc
PRESS RELEASE
EX-99.1 3 dex991.htm PRESS RELEASE
EXHIBIT 99.1
IMMUNOMEDICS IN DISCUSSIONS TO REGAIN
DEVELOPMENT RIGHTS FROM AMGEN
FOR EPRATUZUMAB
Morris Plains, NJ, November 11, 2003 Immunomedics, Inc. (Nasdaq: IMMU) today announced that it is in advanced discussions with Amgen (Nasdaq: AMGN) concerning the possible return to Immunomedics of North American and Australian development rights of epratuzumab, the humanized monoclonal antibody therapeutic licensed to Amgen in December 2000. Several months ago, the parties had attempted to negotiate an expanded license agreement that would have given Amgen global development rights, but were unable to agree on terms. More recently, Amgen advised Immunomedics that due to a reassessment of its product portfolio, Amgen had decided not to proceed with a registration trial.
While it is too early to determine where these discussions will lead, we are in agreement with Amgen that the foremost objective is the continued development and commercialization of epratuzumab, only now potentially on a worldwide basis. Epratuzumab offers hope to patients suffering from non-Hodgkins lymphoma (NHL) where other treatments have failed, and we are pleased that Amgen shares our interest in our completing the development of this drug as quickly as possible. We hope to be in a position to identify an appropriate licensing partner without a significant delay and with the ability to complete the global development of the product, commented Company President and Chief Executive Officer, Cynthia L. Sullivan. We do not anticipate that this change will impact the ongoing trials being pursued by the National Cancer Institutes two study groups, ECOG and SWOG, Ms. Sullivan further commented.
In both single- and multi-center clinical trials of epratuzumab given alone or in combination with rituximab, the agent has been found to be safe, well-tolerated in 1-hour infusions, and active in the treatment of NHL patients, as communicated at various scientific meetings over the past two years as well as in an article published recently in TheJournal of Clinical Oncology, remarked Ivan D. Horak, M.D., Executive Vice President, Research and Development, and Chief Scientific Officer at Immunomedics.
We are pleased with the additional clinical data being presented by Amgen investigators at the forthcoming meeting of the American Society of Hematology (ASH), showing further evidence of both the safety and activity of epratuzumab in NHL. The efficacy results in the multi-center trial of epratuzumab combined with rituximab are lower than those observed at the single-institution study at New York Hospital, presented at ASH in the past, suggesting that different patient populations were studied. This points to the need of a randomized trial, as is usually conducted in such settings, Dr. Horak elaborated.
Dr. Horak also said: We now have early evidence that epratuzumab is also well-tolerated in patients with autoimmune disease, and are moving forward rapidly to complete the single-agent Phase I trial in these potentially new indications.
Immunomedics is a biopharmaceutical company focused on the development, manufacture and commercialization of diagnostic imaging and therapeutic products for the detection and treatment of cancer and other serious diseases. Integral to these products are highly specific monoclonal antibodies and antibody fragments designed to deliver radioisotopes and chemotherapeutic agents to tumors and other sites of disease. Immunomedics has six therapeutic product candidates in clinical development and has two marketed diagnostic imaging products. The most advanced therapeutic product candidates are LymphoCide (epratuzumab), for which certain Phase II clinical trials for the treatment of non-Hodgkins lymphoma have already been completed, and CEA-Cide (labetuzumab), which is in Phase I/II clinical trials for the treatment of certain solid tumors.
This release, in addition to historical information, contains forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Such statements, including statements regarding clinical trials, involve significant risks and uncertainties and actual results could differ materially from those expressed or implied herein. Factors that could cause such differences include, but are not limited to, risks associated with new product development (including clinical trials outcome and regulatory requirements/actions), competitive risks to marketed products and availability of financing and other sources of capital, as well as the risks discussed in the Companys Annual Report on Form 10-K for the year June 30, 2003.
Company Contact: Investor Relations, (973) 605-8200. Visit the Companys web site at http://www.Immunomedics.com
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Immunomedics
As referenced in this Immunomedics in Discussions to Regain Development Rights from Amgen For Epratuzumab:
IMMUNOMEDICS –
PRESS RELEASE
EX-99.1 3 dex991.htm PRESS RELEASE
EXHIBIT 99.1
IMMUNOMEDICS IN DISCUSSIONS TO REGAIN
DEVELOPMENT RIGHTS FROM AMGEN
FOR EPRATUZUMAB
Morris Plains, NJ, November 11, 2003 Immunomedics, Inc. (Nasdaq: IMMU) today announced that _____________
Immunomedics, – htm PRESS RELEASE
EXHIBIT 99.1
IMMUNOMEDICS IN DISCUSSIONS TO REGAIN
DEVELOPMENT RIGHTS FROM AMGEN
FOR EPRATUZUMAB
Morris Plains, NJ, November 11, 2003 Immunomedics, Inc. (Nasdaq: IMMU) today announced that it is in advanced discussions with Amgen (Nasdaq: AMGN) concerning the possible return to Immunomedics of _____________
Immunomedics – 11, 2003 Immunomedics, Inc. (Nasdaq: IMMU) today announced that it is in advanced discussions with Amgen (Nasdaq: AMGN) concerning the possible return to Immunomedics of North American and Australian development rights of epratuzumab, the humanized monoclonal antibody therapeutic licensed to Amgen in December 2000. Several months ago, _____________
Immunomedics – an expanded license agreement that would have given Amgen global development rights, but were unable to agree on terms. More recently, Amgen advised Immunomedics that due to a reassessment of its product portfolio, Amgen had decided not to proceed with a registration trial.
While it is too _____________
Immunomedics. – recently in TheJournal of Clinical Oncology, remarked Ivan D. Horak, M.D., Executive Vice President, Research and Development, and Chief Scientific Officer at Immunomedics.
We are pleased with the additional clinical data being presented by Amgen investigators at the forthcoming meeting of the American Society of _____________
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Full Doc
 | 2003 |
Intermune Announces Third Quarter Financial Results
Intermune Announces Third Quarter Financial Results (16K)
Doc #278274: Click preview link for longer preview.
10/30/2003

Contacts:
Investors: Myesha Edwards, InterMune, Inc., 415-466-2242, ir@intermune.com Media: Ian McConnell, WeissCom Partners, Inc. 415-362-5018, ian@weisscom.net
INTERMUNE ANNOUNCES THIRD QUARTER FINANCIAL RESULTS
? Third Quarter revenues in line with Wall Street estimates ? ? Full-year 2003 revenue and operating expense guidance confirmed ? ? 2004 Operating expenses forecasted to be below 2003 operating expense guidance ?
BRISBANE, Calif., October 30, 2003 ? InterMune, Inc. (Nasdaq: ITMN) today . . .
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Amgen
As referenced in this Intermune Announces Third Quarter Financial Results:
Amgen – III clinical trial for complicated skin and skin structure infections and a total of $1.8 million, or $0.05 per share, to Amgen Inc. and Nektar Therapeutics related to performance milestones the Company achieved in its PEG-Alfacon program. The net loss also included $4.8 _____________
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Eli Lilly
As referenced in this Intermune Announces Third Quarter Financial Results:
Eli Lilly – third quarter of 2003 included the recognition of milestone-based liabilities totaling $10.4 million, or $0.33 per share, primarily due to Eli Lilly and Company, for the completion of the Companys oritavancin Phase III clinical trial for complicated skin and skin structure infections and $4.8 _____________
Eli Lilly – was $19.3 million, or $0.61 per share. The net loss for the third quarter 2002, included a one-time payment to Eli Lilly of $15.0 million, or $0.48 per share, related to Eli Lillys election to exercise an option to buy-down the royalty _____________
Eli Lilly, – share, related to Eli Lillys election to exercise an option to buy-down the royalty on oritavancin. Excluding the one-time payment to Eli Lilly, the non-GAAP net loss for the third quarter of 2002 was $28.5 million, or $0.91 per share.
Cost of _____________
Eli Lilly – per share. The $12.2 million milestone-based payments and liabilities includes $10.4 million, or $0.33 per share, primarily due to Eli Lilly for the completion of the Companys oritavancin Phase III clinical trial for complicated skin and skin structure infections and a total of $1. _____________
Eli Lilly – was $56.8 million, or $1.80 per share. The net loss for the nine months ended September 30, 2002 included payments to Eli Lilly of $15.0 million, or $0.50 per share, related to Eli Lillys election to exercise an option to buy down the royalty _____________
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InterMune
As referenced in this Intermune Announces Third Quarter Financial Results:
InterMune, –
EX-99.1 3 a03-4620_1ex99d1.htm EX-99.1
Exhibit 99.1
10/30/2003
Contacts:
Investors: Myesha Edwards, InterMune, Inc., 415-466-2242, ir@intermune.com
Media: Ian McConnell, WeissCom Partners, Inc. 415-362-5018, ian@weisscom.net
INTERMUNE ANNOUNCES THIRD _____________
@intermune. – 3 a03-4620_1ex99d1.htm EX-99.1
Exhibit 99.1
10/30/2003
Contacts:
Investors: Myesha Edwards, InterMune, Inc., 415-466-2242, ir@intermune. com
Media: Ian McConnell, WeissCom Partners, Inc. 415-362-5018, ian@weisscom.net
INTERMUNE ANNOUNCES THIRD QUARTER FINANCIAL RESULTS
Third Quarter revenues in _____________
INTERMUNE – Investors: Myesha Edwards, InterMune, Inc., 415-466-2242, ir@intermune.com
Media: Ian McConnell, WeissCom Partners, Inc. 415-362-5018, ian@weisscom.net
INTERMUNE ANNOUNCES THIRD QUARTER FINANCIAL RESULTS
Third Quarter revenues in line with Wall Street estimates
Full-year 2003 revenue and operating expense guidance confirmed
_____________
InterMune, – 2003 revenue and operating expense guidance confirmed
2004 Operating expenses forecasted to be below 2003 operating expense guidance
BRISBANE, Calif., October 30, 2003 InterMune, Inc. (Nasdaq: ITMN) today announced results from operations for the third quarter and nine months ended September 30, 2003.
For the third _____________
InterMune – ITMN) today announced results from operations for the third quarter and nine months ended September 30, 2003.
For the third quarter of 2003, InterMune recorded total net product sales of $38.2 million, compared to $30.2 million for the same quarter in 2002, an increase of _____________
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 | 2003 |
Isis Pharmaceuticals Reports Third Quarter 2003 Highlights and Financial Results
Isis Pharmaceuticals Reports Third Quarter 2003 Highlights and Financial Results (13K)
Doc #282157: This document is immediately available for purchase, but does not have a preview available for viewing.
Contacts:
Elizabeth Hougen, Vice President, Finance
Karen Lundstedt, Vice President, Corporate Communications
Isis Pharmaceuticals, Inc. 760-931-9200
http://www.isispharm.com
ISIS PHARMACEUTICALS REPORTS THIRD QUARTER 2003 HIGHLIGHTS AND FINANCIAL RESULTS
CARLSBAD, Calif., November 4, 2003 ? Isis Pharmaceuticals, Inc. (Nasdaq: ISIS) today announced its financial results for the third quarter of 2003. The company?s loss from operations was $19.1 million and $57.5 million for the three and nine months ended . . .
282157
|
Elan
As referenced in this Isis Pharmaceuticals Reports Third Quarter 2003 Highlights and Financial Results:
Elan Corp – The decrease in revenue was primarily due to the reduction in revenue associated with the clinical development of Affinitak and the conclusion of Elan Corp oration plc.s participation in the HepaSense and Orasense collaborations. In late 2002, Isis terminated its collaborations with Elan and reacquired product rights _____________
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Eli Lilly
As referenced in this Isis Pharmaceuticals Reports Third Quarter 2003 Highlights and Financial Results:
Eli Lilly – in the same nine month period of 2002, including the achievement of milestones in the discovery and development of drugs for our partners Eli Lilly and Company and Amgen.
Expenses
As illustrated in the Selected Financial Information in this press release, operating expenses on a proforma basis for _____________
dt 225835
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ISIS Pharma
As referenced in this Isis Pharmaceuticals Reports Third Quarter 2003 Highlights and Financial Results:
Isis Pharmaceuticals, – 1 3 a03-4754_1ex99d1.htm EX-99.1
Exhibit 99.1
Contacts:
Elizabeth Hougen, Vice President, Finance
Karen Lundstedt, Vice President, Corporate Communications
Isis Pharmaceuticals, Inc. 760-931-9200
http://www.isispharm.com
ISIS PHARMACEUTICALS REPORTS THIRD QUARTER 2003 HIGHLIGHTS
AND FINANCIAL RESULTS
CARLSBAD, Calif., November 4, _____________
ISIS PHARMACEUTICALS – 1
Contacts:
Elizabeth Hougen, Vice President, Finance
Karen Lundstedt, Vice President, Corporate Communications
Isis Pharmaceuticals, Inc. 760-931-9200
http://www.isispharm.com
ISIS PHARMACEUTICALS REPORTS THIRD QUARTER 2003 HIGHLIGHTS
AND FINANCIAL RESULTS
CARLSBAD, Calif., November 4, 2003 Isis Pharmaceuticals, Inc. (Nasdaq: ISIS) today announced its financial results _____________
Isis Pharmaceuticals, – Inc. 760-931-9200
http://www.isispharm.com
ISIS PHARMACEUTICALS REPORTS THIRD QUARTER 2003 HIGHLIGHTS
AND FINANCIAL RESULTS
CARLSBAD, Calif., November 4, 2003 Isis Pharmaceuticals, Inc. (Nasdaq: ISIS) today announced its financial results for the third quarter of 2003. The companys loss from operations was $19.1 _____________
Isis Pharmaceuticals, – Internet go to http://www.isispharm.com . A replay of the webcast will be available at this address for up to 30 days.
Isis Pharmaceuticals, Inc., is exploiting its expertise in RNA to discover and develop novel human therapeutic drugs. The company has successfully commercialized the worlds _____________
Isis Pharmaceuticals, – about Isis is available at www.isispharm.com
This press release contains forward-looking statements concerning the financial position and clinical goals of Isis Pharmaceuticals, Inc., the planned development activities and therapeutic potential for our products in our pipeline, and the potential value of the companys functional _____________
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Full Doc
 | 2003 |
Isis Pharmaceuticals Reports Second Quarter 2003 Highlights and Financial Results
Isis Pharmaceuticals Reports Second Quarter 2003 Highlights and Financial Results (16K)
Doc #282163: This document is immediately available for purchase, but does not have a preview available for viewing.
Contacts:
Elizabeth Hougen, Vice President, Finance
Karen Lundstedt, Vice President, Corporate Communications
Isis Pharmaceuticals, Inc. 760-931-9200
http://www.isispharm.com
ISIS PHARMACEUTICALS REPORTS SECOND QUARTER 2003 HIGHLIGHTS AND FINANCIAL RESULTS
CARLSBAD, Calif., August 5, 2003 ? Isis Pharmaceuticals, Inc. (Nasdaq: ISIS) today announced its financial results for the second quarter of 2003. The company?s loss from operations was $19.5 million and $38.4 million for the three and six . . .
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Elan
As referenced in this Isis Pharmaceuticals Reports Second Quarter 2003 Highlights and Financial Results:
Elan Corp – The decrease in revenue was primarily due to the reduction in revenue associated with the clinical development of Affinitak and the conclusion of Elan Corp oration plc.s participation in the HepaSense and Orasense collaborations. In late 2002, Isis terminated its collaborations with Elan and reacquired product rights _____________
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Eli Lilly
As referenced in this Isis Pharmaceuticals Reports Second Quarter 2003 Highlights and Financial Results:
Eli Lilly – the achievement in April 2003 of a milestone in the development of the anticancer drug ISIS 23722 from Isis drug discovery collaboration with Eli Lilly and Company, the addition of new GeneTrove relationships in late 2002 and early 2003 and the achievement of a second milestone in February _____________
Eli Lilly – Vitravene is a registered trademark of Novartis AG. GeneTrove and Ibis Therapeutics are trademarks of Isis Pharmaceuticals, Inc. Affinitak is a trademark of Eli Lilly and Company.
Financial Data to Follow
4
ISIS PHARMACEUTICALS, INC.
SELECTED FINANCIAL INFORMATION
(In Thousands, Except Per Share Data)
Condensed Statements of Operations
_____________
dt 225838
;
ISIS Pharma
As referenced in this Isis Pharmaceuticals Reports Second Quarter 2003 Highlights and Financial Results:
Isis Pharmaceuticals, – 1 3 a03-1839_1ex991.htm EX-99.1
Exhibit 99.1
Contacts:
Elizabeth Hougen, Vice President, Finance
Karen Lundstedt, Vice President, Corporate Communications
Isis Pharmaceuticals, Inc. 760-931-9200
http://www.isispharm.com
ISIS PHARMACEUTICALS REPORTS SECOND QUARTER 2003 HIGHLIGHTS AND FINANCIAL RESULTS
CARLSBAD, Calif., August 5, _____________
ISIS PHARMACEUTICALS – 1
Contacts:
Elizabeth Hougen, Vice President, Finance
Karen Lundstedt, Vice President, Corporate Communications
Isis Pharmaceuticals, Inc. 760-931-9200
http://www.isispharm.com
ISIS PHARMACEUTICALS REPORTS SECOND QUARTER 2003 HIGHLIGHTS AND FINANCIAL RESULTS
CARLSBAD, Calif., August 5, 2003 Isis Pharmaceuticals, Inc. (Nasdaq: ISIS) today announced its financial results _____________
Isis Pharmaceuticals, – Inc. 760-931-9200
http://www.isispharm.com
ISIS PHARMACEUTICALS REPORTS SECOND QUARTER 2003 HIGHLIGHTS AND FINANCIAL RESULTS
CARLSBAD, Calif., August 5, 2003 Isis Pharmaceuticals, Inc. (Nasdaq: ISIS) today announced its financial results for the second quarter of 2003. The companys loss from operations was $19.5 _____________
Isis Pharmaceuticals, – to www.firstcallevents.com/service/ajwz386662695gf12.html . A replay of the webcast will be available at this address for up to 30 days.
Isis Pharmaceuticals, Inc. is exploiting its expertise in RNA to discover and develop novel human therapeutic drugs. The company has commercialized its first product, _____________
Isis Pharmaceuticals, – about Isis is available at www.isispharm.com .
This press release contains forward-looking statements concerning the financial position and clinical goals of Isis Pharmaceuticals, Inc., the planned development activities and therapeutic potential for products in the companys pipeline, and the potential value of the companys functional _____________
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 | 2003 |
Isis Pharmaceuticals Reports Financial Results And Highlights for the First Quarter 2003
Isis Pharmaceuticals Reports Financial Results And Highlights for the First Quarter 2003 (14K)
Doc #282166: This document is immediately available for purchase, but does not have a preview available for viewing.
Contact:
Elizabeth Hougen, Vice President, Finance
Karen Lundstedt, Vice President, Corporate Communications
Isis Pharmaceuticals, 760-931-9200
http://www.isispharm.com
ISIS PHARMACEUTICALS REPORTS FINANCIAL RESULTS
AND HIGHLIGHTS FOR THE FIRST QUARTER 2003
CARLSBAD, CA May 8, 2003 ? Isis Pharmaceuticals, Inc. (Nasdaq: ISIS), today announced its financial results for the first quarter of 2003. Total revenue for the three months ended March 31, 2003 totaled $14.0 million, compared with $18.0 . . .
282166
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Elan
As referenced in this Isis Pharmaceuticals Reports Financial Results And Highlights for the First Quarter 2003:
Elan Corp – In 2002, Isis reacquired product rights to ISIS 14803 for hepatitis C and the oral formulation of ISIS 104838 as a result of Elan Corp oration plc.s conclusion of its participation in the HepaSense and Orasense collaborations. As a result, Isis no longer earned revenue from these _____________
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Eli Lilly
As referenced in this Isis Pharmaceuticals Reports Financial Results And Highlights for the First Quarter 2003:
Eli Lilly – validation activities in support of the companys numerous GeneTrove collaborations and costs related to the companys $100 million, multi-year research collaboration with Eli Lilly and Company.
Total operating expenses for the first quarter 2003 included approximately $9,000 in non-cash compensation expense related to stock options _____________
Eli Lilly – the company.
Vitravene is a trademark of Novartis AG.
GeneTrove and Ibis Therapeutics are trademarks of Isis Pharmaceuticals, Inc.
Affinitak, a trademark of Eli Lilly and Company, is an investigational cancer compound being developed through an alliance between Lilly and Isis Pharmaceuticals, Inc. and marketed globally by Lilly.
_____________
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ISIS Pharma
As referenced in this Isis Pharmaceuticals Reports Financial Results And Highlights for the First Quarter 2003:
Isis Pharmaceuticals, – 99.1 3 j0535_ex99d1.htm EX-99.1
Exhibit 99.1
Contact:
Elizabeth Hougen, Vice President, Finance
Karen Lundstedt, Vice President, Corporate Communications
Isis Pharmaceuticals, 760-931-9200
http://www.isispharm.com
ISIS PHARMACEUTICALS REPORTS FINANCIAL RESULTS
AND HIGHLIGHTS FOR THE FIRST QUARTER 2003
CARLSBAD, CA May _____________
ISIS PHARMACEUTICALS – 99.1
Contact:
Elizabeth Hougen, Vice President, Finance
Karen Lundstedt, Vice President, Corporate Communications
Isis Pharmaceuticals, 760-931-9200
http://www.isispharm.com
ISIS PHARMACEUTICALS REPORTS FINANCIAL RESULTS
AND HIGHLIGHTS FOR THE FIRST QUARTER 2003
CARLSBAD, CA May 8, 2003 Isis Pharmaceuticals, Inc. (Nasdaq: ISIS), today announced its _____________
Isis Pharmaceuticals, – 931-9200
http://www.isispharm.com
ISIS PHARMACEUTICALS REPORTS FINANCIAL RESULTS
AND HIGHLIGHTS FOR THE FIRST QUARTER 2003
CARLSBAD, CA May 8, 2003 Isis Pharmaceuticals, Inc. (Nasdaq: ISIS), today announced its financial results for the first quarter of 2003. Total revenue for the three months ended March _____________
Isis Pharmaceuticals, – Internet go to http://www.isispharm.com . A replay of the webcast will be available at this address for up to 30 days.
Isis Pharmaceuticals, Inc. is exploiting its expertise in RNA to discover and develop novel human therapeutic drugs. The company has commercialized its first product, _____________
Isis Pharmaceuticals, – about Isis is available at www.isispharm.com .
This press release contains forward-looking statements concerning the financial position and clinical goals of Isis Pharmaceuticals, Inc., the planned development activities and therapeutic potential for our products in our pipeline, and the potential value of the companys functional _____________
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Pfizer
As referenced in this Isis Pharmaceuticals Reports Financial Results And Highlights for the First Quarter 2003:
Pfizer Inc – new sources of revenue not present in the same period of 2002, including:
the addition of new GeneTrove partnerships with atugen AG, GlaxoSmithKline, Pfizer Inc . and Pharmacia Corporation in late 2002 and early 2003
the addition of a new contract with the U.S. Army Medical Research _____________
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Pharmacia
As referenced in this Isis Pharmaceuticals Reports Financial Results And Highlights for the First Quarter 2003:
Pharmacia Corp – revenue not present in the same period of 2002, including:
the addition of new GeneTrove partnerships with atugen AG, GlaxoSmithKline, Pfizer Inc. and Pharmacia Corp oration in late 2002 and early 2003
the addition of a new contract with the U.S. Army Medical Research Institute of Infectious _____________
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 | 2003 |
Isis Pharmaceuticals Updates Operating Plan for 2003
Isis Pharmaceuticals Updates Operating Plan for 2003 (11K)
Doc #282177: This document is immediately available for purchase, but does not have a preview available for viewing.
Contact:
Karen Lundstedt, Vice President, Corporate Communications Isis Pharmaceuticals, 760-931-9200 http://www.isispharm.com
ISIS PHARMACEUTICALS UPDATES OPERATING PLAN FOR 2003
Company implements employee stock option exchange program and provides financial guidance for the year
CARLSBAD, CA April 2, 2003?Isis Pharmaceuticals, Inc. (Nasdaq: ISIS) today announced its updated operating plan and the implementation of an employee stock option exchange program and provided financial guidance for 2003. The operating plan enables the company to continue to aggressively . . .
282177
|
Eli Lilly
As referenced in this Isis Pharmaceuticals Updates Operating Plan for 2003:
Eli Lilly – company.
Vitravene is a registered trademark of Novartis AG.
GeneTrove and Ibis Therapeutics are trademarks of Isis Pharmaceuticals, Inc.
Affinitak, a trademark of Eli Lilly and Company, is an investigational cancer compound being developed through an alliance between Lilly and Isis Pharmaceuticals, Inc. and marketed globally by Lilly.
_____________
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ISIS Pharma
As referenced in this Isis Pharmaceuticals Updates Operating Plan for 2003:
Isis Pharmaceuticals, – htm EXHIBIT 99.1
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 99.1
Contact:
Karen Lundstedt, Vice President, Corporate Communications
Isis Pharmaceuticals, 760-931-9200
http://www.isispharm.com
ISIS PHARMACEUTICALS UPDATES OPERATING PLAN FOR 2003
Company implements employee stock option exchange program
and _____________
ISIS PHARMACEUTICALS – navigate through this document
Exhibit 99.1
Contact:
Karen Lundstedt, Vice President, Corporate Communications
Isis Pharmaceuticals, 760-931-9200
http://www.isispharm.com
ISIS PHARMACEUTICALS UPDATES OPERATING PLAN FOR 2003
Company implements employee stock option exchange program
and provides financial guidance for the year
CARLSBAD, CA April 2, _____________
Isis Pharmaceuticals, – the Internet go to www.isispharm.com. A replay of the webcast will be available at this address for up to 30 days.
Isis Pharmaceuticals, Inc. is exploiting its expertise in RNA to discover and develop novel human therapeutic drugs. The company has commercialized its first product, _____________
ISIS PHARMACEUTICALS, – infectious organisms and the discovery of small molecule drugs that bind to RNA. Additional information about Isis is available at www.isispharm.com.
ISIS PHARMACEUTICALS, INC. HAS NOT COMMENCED THE OFFER TO EXCHANGE THAT IS REFERRED TO IN THIS COMMUNICATION. UPON THE COMMENCEMENT OF THE OFFER TO _____________
Isis Pharmaceuticals – ALL ISIS OPTIONHOLDERS ELIGIBLE TO PARTICIPATE IN THE OFFER TO EXCHANGE.
This press release includes forward-looking statements concerning the financial position of Isis Pharmaceuticals the therapeutic and commercial potential of compounds developed by the company and the potential value of the company's drug discovery programs. Any _____________
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Preview
Full Doc
 | 2003 |
Cambridge Antibody Technology and Amgen Restructure Existing Agreement
Cambridge Antibody Technology and Amgen Restructure Existing Agreement (6K)
Doc #298459: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}3 {FILENAME}exh991.txt {DESCRIPTION}PRESS RELEASE {TEXT}
EXHIBIT 99.1
03/CAT/31
Page 1 of 3
FOR IMMEDIATE RELEASE
07.00 GMT, 02.00 EST Wednesday 24 December 2003
For further information contact:
Cambridge Antibody Technology Weber Shandwick Square Mile (Europe) Tel: +44 (0) 1223 471 471 Tel: +44 (0) 20 7067 0700 Peter Chambre, Chief Executive Officer Kevin Smith Rowena Gardner, Director of Corporate Rachel Lankester Communications BMC Communications/The Trout Group (USA) ---------------------------------------- Tel: +1 212 477 9007 Brad Miles, ext 17 (media) Brandon Lewis, ext 15 (investors)
CAMBRIDGE ANTIBODY TECHNOLOGY AND AMGEN RESTRUCTURE EXISTING AGREEMENT
Cambridge, UK... Cambridge Antibody Technology Group plc (LSE: CAT; NASDAQ: CATG) today announces the restructuring of an existing antibody development and marketing collaboration agreement between CAT and Immunex Corporation, subsequently acquired by Amgen Inc., in which Amgen takes over responsibility for the future development of the antibodies covered by the agreement. CAT will have the right to receive milestone and royalty payments upon the success of these programmes.
Under the terms of the agreement, Amgen will take responsibility for the further development and marketing of the therapeutic antibody candidates isolated by CAT against two targets on which the parties agreed to collaborate and will bear all the associated costs. In return, CAT will receive from Amgen an initial fee and potential milestone payments and royalties on future sales.
{PAGE}
Page 2 of 3
One candidate has been delivered by CAT to Amgen. A second candidate is the subject of a continuing research programme funded by Amgen and conducted by CAT and will be delivered to Amgen in due course.
Peter Chambre, CAT's Chief Executive Officer, commented, "We are delighted to have signed this agreement with Amgen. Over the last twelve months we have reviewed our product portfolio with the intention of focusing our investment on a number of core programmes. This agreement allows us to do this, whilst retaining a significant interest in the success of the two antibody candidates which CAT has helped to develop against Amgen targets."
ENDS
Notes to Editors
Cambridge Antibody Technology (CAT): o CAT is a UK-based biotechnology company using its proprietary technologies and capabilities in human monoclonal antibodies for drug discovery and drug development. Based near Cambridge, England, CAT currently employs around 280 people. o CAT is a leader in the discovery and development of human therapeutic antibodies and has an advanced proprietary platform technology for rapidly isolating human monoclonal antibodies using phage display and ribosome display systems. CAT has extensive phage antibody libraries, currently incorporating more than 100 billion distinct antibodies. These libraries form the basis for the Company's strategy to develop a portfolio of antibody-based drugs. o Three CAT human therapeutic antibody products are now in clinical development, with two further product candidates in pre-clinical development. o HUMIRATM, the leading CAT-derived antibody, isolated and optimised in collaboration with Abbott has been approved by the US Food and Drug Administration for marketing in the US and by the European Commission for marketing in the EU as a treatment for rheumatoid arthritis. o Five further licensed CAT-derived human therapeutic antibodies in clinical development, with three further licensed product candidates in pre-clinical development. o CAT has alliances with a number of pharmaceutical and biotechnology companies to discover, develop and commercialise human monoclonal antibody-based products. CAT has co-development programmes with Amrad, Elan and Genzyme. o CAT has also licensed its proprietary technologies to several companies. CAT's licensees include: Abbott, Amgen, Chugai, Human Genome Sciences, Merck & Co, Pfizer and Wyeth Research. o CAT is listed on the London Stock Exchange and on NASDAQ since June 2001. CAT raised(pound)41m in its IPO in March 1997 and(pound)93m in a secondary offering in March 2000. {PAGE} Page 3 of 3
Application of the Safe Harbor of the Private Securities Litigation Reform Act of 1995: This press release contains statements about Cambridge Antibody Technology Group plc ("CAT") that are forward looking statements. All statements other than statements of historical facts included in this press release may be forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These forward looking statements are based on numerous assumptions regarding the company's present and future business strategies and the environment in which the company will operate in the future. Certain factors that could cause the company's actual results, performance or achievements to differ materially from those in the forward looking statements include: market conditions, CAT's ability to enter into and maintain collaborative arrangements, success of product candidates in clinical trials, regulatory developments and competition. We caution investors not to place undue reliance on the forward looking statements contained in this press release. These statements speak only as of the date of this press release, and we undertake no obligation to update or revise the statements.
{/TEXT} {/DOCUMENT}
298459
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Amgen
As referenced in this Cambridge Antibody Technology and Amgen Restructure Existing Agreement:
AMGEN – The Trout Group (USA)
----------------------------------------
Tel: +1 212 477 9007
Brad Miles, ext 17 (media)
Brandon Lewis, ext 15 (investors)
CAMBRIDGE ANTIBODY TECHNOLOGY AND AMGEN RESTRUCTURE
EXISTING AGREEMENT
Cambridge, UK... Cambridge Antibody Technology Group plc (LSE: CAT; NASDAQ:
CATG) today announces the restructuring of an existing antibody development _____________
Amgen – NASDAQ:
CATG) today announces the restructuring of an existing antibody development and
marketing collaboration agreement between CAT and Immunex Corporation,
subsequently acquired by Amgen Inc., in which Amgen takes over responsibility
for the future development of the antibodies covered by the agreement. CAT will
have the right _____________
Amgen – the restructuring of an existing antibody development and
marketing collaboration agreement between CAT and Immunex Corporation,
subsequently acquired by Amgen Inc., in which Amgen takes over responsibility
for the future development of the antibodies covered by the agreement. CAT will
have the right to receive milestone and _____________
Amgen – CAT will
have the right to receive milestone and royalty payments upon the success of
these programmes.
Under the terms of the agreement, Amgen will take responsibility for the further
development and marketing of the therapeutic antibody candidates isolated by CAT
against two targets on which the _____________
Amgen – against two targets on which the parties agreed to collaborate and will bear all
the associated costs. In return, CAT will receive from Amgen an initial fee and
potential milestone payments and royalties on future sales.
{PAGE}
Page 2 of 3
One candidate has been delivered by _____________
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CATG
As referenced in this Cambridge Antibody Technology and Amgen Restructure Existing Agreement:
Cambridge Antibody Technology Group – 212 477 9007
Brad Miles, ext 17 (media)
Brandon Lewis, ext 15 (investors)
CAMBRIDGE ANTIBODY TECHNOLOGY AND AMGEN RESTRUCTURE
EXISTING AGREEMENT
Cambridge, UK... Cambridge Antibody Technology Group plc (LSE: CAT; NASDAQ:
CATG) today announces the restructuring of an existing antibody development and
marketing collaboration agreement between CAT and Immunex Corporation,
_____________
Cambridge Antibody
Technology Group – 3 of 3
Application of the Safe Harbor of the Private Securities Litigation Reform Act
of 1995: This press release contains statements about Cambridge Antibody
Technology Group plc ("CAT") that are forward looking statements. All
statements other than statements of historical facts included in this press
release may be forward _____________
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Human Genome
As referenced in this Cambridge Antibody Technology and Amgen Restructure Existing Agreement:
Human Genome Sciences, – with Amrad, Elan
and Genzyme.
o CAT has also licensed its proprietary technologies to several companies.
CAT's licensees include: Abbott, Amgen, Chugai, Human Genome Sciences,
Merck & Co, Pfizer and Wyeth Research.
o CAT is listed on the London Stock Exchange and on NASDAQ since June 2001.
CAT _____________
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Merck & Co.
As referenced in this Cambridge Antibody Technology and Amgen Restructure Existing Agreement:
Merck – and Genzyme.
o CAT has also licensed its proprietary technologies to several companies.
CAT's licensees include: Abbott, Amgen, Chugai, Human Genome Sciences,
Merck & Co, Pfizer and Wyeth Research.
o CAT is listed on the London Stock Exchange and on NASDAQ since June 2001.
CAT raised( _____________
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Immunex Corporation
|
Full Doc
 | 2003 |
Proposed Merger of CAT and OGS
Proposed Merger of CAT and OGS (105K)
Doc #298519: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}3 {FILENAME}exh991.txt {TEXT}
EXHIBIT 99.1
23 January 2003
Not for release, publication or distribution in, into or from Australia, Canada or Japan
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC ("CAT") AND OXFORD GLYCOSCIENCES PLC ("OGS") --------------------------------------------------------- PROPOSED MERGER OF CAT AND OGS
The Boards of CAT and OGS announce that they have agreed the terms of a recommended merger to create a leading European biotechnology company combining the key strengths of the two organisations.
Rationale for the Merger
The Merger will create an enlarged entity with greater scientific, organisational and financial resources. In particular:
o the Enlarged Group will have a stronger and broader portfolio, with two approved products, seven additional products in clinical trials and seven pre-clinical products;
o the Merger will significantly strengthen the Enlarged Group's core capabilities in research and development by combining CAT's leading human monoclonal antibody product development expertise with OGS' oncology drug discovery capabilities and target pool and by increasing the breadth of the discovery and pre-clinical portfolios;
o the Enlarged Group will have substantially greater financial strength. This will increase the ability to fund product development to later stages, thereby retaining greater value, and reduce the need for additional capital. Pro-forma net cash was (pound)260.1 million as at 31 December 2002; and
o cost savings based on the removal of duplicated activities have been identified in the areas of corporate overhead, R&D and real estate. These savings are expected to have a cash effect of approximately (pound)10 million in the first full financial year following completion of the Merger*. In addition, further savings are expected from a portfolio review to focus R&D expenditure on the highest quality projects. The results of this review will be announced in November 2003.
Terms of the Merger
The Merger of CAT and OGS will be effected by way of a scheme of arrangement under section 425 of the Companies Act. Upon completion of the Merger, OGS Shareholders will receive:
for each OGS Share 0.3620 New CAT Shares
Holders of OGS ADSs will receive:
1 {PAGE}
for each OGS ADS 0.3620 New CAT ADSs
o Based upon CAT's share price of 540.0 pence, being the Closing Price of a CAT Share on 22 January 2003, the last Business Day prior to this announcement, the Merger values each OGS Share at 195.5 pence, and the entire issued and to be issued share capital of OGS at approximately (pound)109.6 million. This represents a premium of 28.2 per cent. over the Closing Price of 152.5 pence per OGS Share.
o Based on the volume weighted average trading price of CAT Shares in the last ten Business Days prior to this announcement of 581.7 pence, the Merger values each OGS Share at 210.6 pence and the entire issued and to be issued share capital of OGS at approximately (pound)118.2 million. This represents a premium of 43.3 per cent. over the volume weighted average trading price of OGS Shares in the last ten Business Days prior to this announcement of 147.0 pence per OGS Share.
o Following completion of the Merger, which is expected to occur in March 2003, and based on the current issued share capital of each company, CAT Shareholders will hold approximately 64.3 per cent. and OGS Shareholders will hold approximately 35.7 per cent. of the issued share capital of CAT.
o CAT has received irrevocable undertakings from those OGS Directors who hold OGS Shares (other than Dr Drakeman**) representing in aggregate 273,843 OGS Shares, or approximately 0.5 per cent. of the issued share capital of OGS, under which they have agreed to vote in favour of the resolutions to implement the Merger.
o CAT has also received non-binding letters of intent to vote in favour of the resolutions to implement the Merger from Invesco Asset Management Limited and Fidelity Investments International Limited in respect of a total of 16,021,763 OGS Shares, representing approximately 28.7 per cent. of the issued share capital of OGS.
o The Merger is subject to the conditions set out in Appendix I, including, amongst other things, the approval of the Merger by shareholders of both CAT and OGS, the obtaining of relevant regulatory consents and the sanction of the Scheme by the Court.
Proposed Board and management team
o Following completion of the Merger, CAT will continue to be chaired by Professor Peter Garland. Peter Chambre and John Aston will remain Chief Executive Officer and Chief Financial Officer respectively.
o Dr David Ebsworth, currently Chief Executive Officer of OGS, will be invited to join the CAT Board as an executive director to assist in the integration process. It is the intention of both CAT and Dr Ebsworth that, after completion of that process, he will remain on the CAT Board as a non-executive director.
o Dr David Glover, who will remain as Chief Medical Officer of CAT, will co-chair the portfolio review of the Enlarged Group with Professor Raj Parekh, currently Chief Scientific Officer of OGS. Professor Parekh will be invited to join the CAT Board as an executive director upon completion of the Merger and it is the intention of both CAT and Professor Parekh that, following the completion of the portfolio review, he will remain on the CAT Board as a non-executive director.
2 {PAGE}
o Dr James Hill, currently a non-executive director of OGS, will be invited to join the CAT Board as a non-executive director.
o Dr Chris Moyses, currently Chief Medical Officer of OGS, and Denis Mulhall, currently Chief Financial Officer of OGS, will be invited to join the CAT Executive Committee.
298519
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Amgen
As referenced in this Proposed Merger of CAT and OGS:
Amgen, – stages of clinical trials.
CAT has a number of alliances in place with established pharmaceutical and
biotechnology companies. Present partners include Abbott Laboratories, Amgen,
Chugai, Genzyme, Human Genome Sciences, Merck, Pharmacia and Wyeth Research.
CAT completed its initial public offering and listing on the London Stock
_____________
"Amgen" – shares to the London
Stock Exchange's market for listed
securities becoming effective.
"ADR" an American depositary receipt.
"ADS" an American depositary share.
"Amgen" Amgen Inc.
"Australia" the Commonwealth of Australia, its states,
territories and possessions and all areas
subject to its jurisdiction or any
political _____________
Amgen – to the London
Stock Exchange's market for listed
securities becoming effective.
"ADR" an American depositary receipt.
"ADS" an American depositary share.
"Amgen" Amgen Inc.
"Australia" the Commonwealth of Australia, its states,
territories and possessions and all areas
subject to its jurisdiction or any
political sub-division _____________
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;
Abbott Labs
As referenced in this Proposed Merger of CAT and OGS:
Abbott Laboratories, – from research
collaborations and licensing of its technologies.
HumiraTM, the most advanced CAT-derived human monoclonal antibody, isolated and
optimised in collaboration with Abbott Laboratories, has been approved by the
FDA for marketing in the US as a treatment for rheumatoid arthritis and was
filed by Abbott _____________
Abbott Laboratories, – at various stages of clinical trials.
CAT has a number of alliances in place with established pharmaceutical and
biotechnology companies. Present partners include Abbott Laboratories, Amgen,
Chugai, Genzyme, Human Genome Sciences, Merck, Pharmacia and Wyeth Research.
CAT completed its initial public offering and listing on the London _____________
Abbott Laboratories – and licensees in the 2003 financial year are expected to be at least comparable
to the 2002 financial year.
On 31 December 2002, Abbott Laboratories announced that it had received FDA
approval to market Humira for the treatment of rheumatoid arthritis in the US.
This approval was received _____________
"Abbott Laboratories" – and OGS Shares in the
last ten Business Days prior to this announcement have been sourced from
Bloomberg.
25
{PAGE}
APPENDIX III
Definitions
"Abbott Laboratories" or "Abbott" Abbott GmbH & Co. KG.
"Actelion" Actelion Pharmaceuticals Ltd.
"Admission" the admission of the New CAT Shares to the
Official List _____________
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;
Bayer
As referenced in this Proposed Merger of CAT and OGS:
Bayer AG. – the Commonwealth of Australia, its states,
territories and possessions and all areas
subject to its jurisdiction or any
political sub-division thereof.
"Bayer" Bayer AG.
"Board" the board of directors of CAT or OGS, as
the context requires.
"Business Day" a day (not being a Saturday or _____________
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CATG
As referenced in this Proposed Merger of CAT and OGS:
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP – exh991.txt
{TEXT}
EXHIBIT 99.1
23 January 2003
Not for release, publication or distribution in, into or from Australia,
Canada or Japan
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC ("CAT")
AND OXFORD GLYCOSCIENCES PLC ("OGS")
---------------------------------------------------------
PROPOSED MERGER OF CAT AND OGS
The Boards of CAT and OGS announce that they have _____________
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP – 44 20
7638 1554).
5
{PAGE}
23 January 2003
Not for release, publication or distribution in, into or from Australia,
Canada or Japan
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC ("CAT") AND
OXFORD GLYCOSCIENCES PLC ("OGS")
--------------------------------------------------------
PROPOSED MERGER OF CAT AND OGS
1. Introduction
The Boards of CAT and OGS announce that _____________
Cambridge Antibody Technology Group – of the Euro.
"Canada" Canada, its provinces, territories and
possessions and all areas subject to its
jurisdiction or any political subdivision
thereof.
"CAT" Cambridge Antibody Technology Group plc.
"CAT ADSs" ADSs of CAT, each of which represents one
Existing CAT Share.
"CAT Board" the board of directors of CAT.
"CAT _____________
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;
GlaxoSmithKline
As referenced in this Proposed Merger of CAT and OGS:
GlaxoSmithKline plc. – Corporation.
"GLSD" Glycolipid Storage Disorders.
"Goldman Sachs" Goldman Sachs International.
"Group" the CAT Group or the OGS Group, as the
context requires.
"GSK" GlaxoSmithKline plc.
"Human Genome Sciences" or "HGSI" Human Genome Sciences, Inc.
"ISD" Inherited Storage Disorders.
"Japan" Japan, its cities, prefectures,
territories and possessions.
"Listing _____________
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Preview
Full Doc
 | 2003 |
Hybridon, Inc. Announces Financial Results for 2002
Hybridon, Inc. Announces Financial Results for 2002 (11K)
Doc #304596: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}3 {FILENAME}b46212hyexv99w1.txt {DESCRIPTION}PRESS RELEASE DATED 4/2/03 {TEXT} {PAGE}
EXHIBIT 99.1
[HYBRIDON LOGO]
FOR IMMEDIATE RELEASE
Contacts:
Hybridon, Inc. Noonan Russo Presence Euro RSCG 617-679-5500, x5517 212-845-4269 Robert G. Andersen Brian Ritchie (media and investors) E-mail: randersen@hybridon.com
HYBRIDON, INC. ANNOUNCES FINANCIAL RESULTS FOR 2002
CAMBRIDGE, MA, APRIL 2, 2003 - Hybridon, Inc. (OTC Bulletin Board: HYBN.OB) announced today its financial results for 2002. For the twelve months ended December 31, 2002, the Company's revenue was $30.3 million as compared with $1.7 million for the same period in 2001. The $30.3 million in revenue included $27.9 million in revenue derived from a one-time recognition of previously deferred revenue received under a Collaboration and License Agreement with Isis Pharmaceuticals, Inc. Net income applicable to common stockholders was $12.7 million or $0.27 per basic share for the period as compared with a loss applicable to common stockholders of $13.7 million or $0.44 per basic share for 2001. The Company had more than $20 million in cash, cash equivalents and investments at year end.
Research and development expenditures for 2002 increased to $7.9 million from $4.9 million for the same period in 2001. This increase was primarily attributable to advancement of the Company's drug development program in 2002, including clinical trials of GEM(R)231, Hybridon's 2nd generation antisense compound for solid tumor cancers, and the expansion of pre-clinical activity related to Hybridon's immunomodulatory oligonucleotide (IMO(TM)) program leading to an IND filing for HYB2055. General and administrative expenses increased to $7.1 million in 2002 from $5.1 million in 2001. The $2 million increase was due to recognition of $2.1 million of deferred expenses as a result of the August, 2002 amendment to the Collaboration and License agreement with Isis. Interest expense for 2002 decreased to $0.2 million from $1.3 million in 2001 as a {PAGE} result of note conversions and repayments undertaken to streamline the Company's balance sheet in 2001.
"As a company we made significant progress in 2002 and laid the groundwork for achievements in 2003," said Stephen R. Seiler, Hybridon's Chief Executive Officer. "We have established Hybridon as a leader in the discovery and development of therapeutics based on synthetic DNA. Among the highlights of last year are:
- The commencement of a phase 1/2 clinical trial in cancer patients using a combination of GEM(R)231, Hybridon's 2nd generation antisense compound, and Camptosar(R).
- The selection of HYB2055 as the lead compound in our IMO(TM) therapeutics program.
- The signing of two collaboration and licensing agreements regarding our antisense technology. Our partners in the collaborations are Micrologix Biotechnology, Inc. and Aegera Therapeutics Inc.
- Ending the year with more than $20 million in cash, cash equivalents and investments, which puts us in a position aggressively to pursue our goals for 2003.
- The addition to our board of directors of William S. Reardon, CPA and Georges Anthony Marcel, M.D., Ph.D. Bill is a retired audit partner of PricewaterhouseCoopers LLP, where he led the Life Science Industry Practice for New England and the Eastern United States. Tony's previous experience includes roles as President and CEO of the French subsidiary of Amgen, Inc. and CEO of Laboratoires Roussel. He is a member of the Gene Therapy Committee of the French Medicines Agency, which is the French equivalent of the U.S. Food and Drug Administration. He is also a Member of the Board of St. Honore Vie et Sante, a healthcare investment fund of the Rothschild Group."
"All of us at Hybridon look forward eagerly to exploiting and expanding on our leadership in synthetic DNA-based therapeutics by developing important new drugs to prevent, treat and cure disease," concluded Mr. Seiler.
ABOUT HYBRIDON
Hybridon, Inc. is a leader in the discovery and development of novel therapeutics and diagnostics, using synthetic DNA. The Company now has {PAGE} four technology platforms: 1) Immunomodulatory oligonucleotide (IMO(TM)) compounds that use synthetic DNA to modulate responses of the immune system; 2) Antisense technology which uses synthetic DNA to block the production of disease-causing proteins at the cellular level; 3) Synthetic DNA to enhance the antitumor activity of certain marketed anticancer drugs, thereby increasing their effectiveness; and 4) Cyclicon(TM) technology that uses novel synthetic DNA structures for identifying gene function for target validation and drug discovery.
This press release contains forward-looking statements concerning Hybridon that involve a number of risks and uncertainties. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words, "believes," "anticipates," "plans," "expects," "estimates," "intends," "should," "could," "will," "may," and similar expressions are intended to identify forward-looking statements.
There are a number of important factors that could cause Hybridon's actual results to differ materially from those indicated by such forward-looking statements including risks as to whether results obtained in preclinical studies, such as the results referred to in this press release, will be indicative of results obtained in future preclinical studies or clinical trials, or warrant further clinical trials and product development; whether products based on Hybridon's technology will advance through the clinical trial process and receive approval from the US Food and Drug Administration or equivalent foreign regulatory agencies; whether, if such products receive approval, they will be successfully distributed and marketed; whether the patent and patent applications owned or licensed by Hybridon will protect the Company's technology and prevent others from infringing it; whether Hybridon's cash resources will be sufficient to fund product development and such other important factors as are set forth under the caption "Risk Factors" in Hybridon's Annual Report on Form 10-K for the year ended December 31, 2002, which important factors are incorporated herein by reference.
These forward-looking statements should not be relied upon as representing Hybridon's views as of any date subsequent to the date of this release and Hybridon disclaims any obligation to update these forward-looking statements.
This and other Hybridon press releases can be found at http://www.hybridon.com and http://www.nrp-euro.com.
### {PAGE} Hybridon, Inc. Consolidated Condensed Statement of Operations (In thousands except per share data)
{TABLE} {CAPTION} Year Ended December 31,
304596
|
Amgen
As referenced in this Hybridon, Inc. Announces Financial Results for 2002:
Amgen, Inc – for New England and the Eastern United States.
Tony's previous experience includes roles as President and CEO of
the French subsidiary of Amgen, Inc . and CEO of Laboratoires
Roussel. He is a member of the Gene Therapy Committee of the French
Medicines Agency, which is the _____________
dt 281827
;
Hybridon
As referenced in this Hybridon, Inc. Announces Financial Results for 2002:
Hybridon, Inc – SEQUENCE}3
{FILENAME}b46212hyexv99w1.txt
{DESCRIPTION}PRESS RELEASE DATED 4/2/03
{TEXT}
{PAGE}
EXHIBIT 99.1
[HYBRIDON LOGO]
FOR IMMEDIATE RELEASE
Contacts:
Hybridon, Inc . Noonan Russo Presence Euro RSCG
617-679-5500, x5517 212-845-4269
Robert G. Andersen Brian Ritchie (media and investors)
E-mail: _____________
HYBRIDON, INC – Presence Euro RSCG
617-679-5500, x5517 212-845-4269
Robert G. Andersen Brian Ritchie (media and investors)
E-mail: randersen@hybridon.com
HYBRIDON, INC . ANNOUNCES FINANCIAL RESULTS FOR 2002
CAMBRIDGE, MA, APRIL 2, 2003 - Hybridon, Inc. (OTC Bulletin Board: HYBN.OB)
announced today its financial results _____________
Hybridon, Inc – Andersen Brian Ritchie (media and investors)
E-mail: randersen@hybridon.com
HYBRIDON, INC. ANNOUNCES FINANCIAL RESULTS FOR 2002
CAMBRIDGE, MA, APRIL 2, 2003 - Hybridon, Inc . (OTC Bulletin Board: HYBN.OB)
announced today its financial results for 2002. For the twelve months ended
December 31, 2002, the Company' _____________
Hybridon, Inc – our
leadership in synthetic DNA-based therapeutics by developing important new drugs
to prevent, treat and cure disease," concluded Mr. Seiler.
ABOUT HYBRIDON
Hybridon, Inc . is a leader in the discovery and development of novel
therapeutics and diagnostics, using synthetic DNA. The Company now has
{PAGE}
four _____________
Hybridon, Inc – looking statements.
This and other Hybridon press releases can be found at http://www.hybridon.com
and http://www.nrp-euro.com.
###
{PAGE}
Hybridon, Inc .
Consolidated Condensed Statement of Operations
(In thousands except per share data)
{TABLE}
{CAPTION}
Year Ended December 31,
--------------------------------
2002 2001
---------- ----------
{S} {C} {C}
_____________
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;
|
ISIS Pharma
As referenced in this Hybridon, Inc. Announces Financial Results for 2002:
Isis
Pharmaceuticals, – 27.9
million in revenue derived from a one-time recognition of previously deferred
revenue received under a Collaboration and License Agreement with Isis
Pharmaceuticals, Inc. Net income applicable to common stockholders was $12.7
million or $0.27 per basic share for the period as compared _____________
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Full Doc
 | 2004 |
Immunomedics Regains North American Development Rights from Amgen for Epratuzumab
Immunomedics Regains North American Development Rights from Amgen for Epratuzumab (6K)
Doc #274607: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}3 {FILENAME}im690193-ex99_1.txt {DESCRIPTION}PRESS RELEASE {TEXT} EXHIBIT 99.1
Immunomedics Regains North American Development Rights from Amgen for Epratuzumab
MORRIS PLAINS, N.J. & THOUSAND OAKS, Calif.--(BUSINESS WIRE)--April 8, 2004--Immunomedics, Inc. (Nasdaq:IMMU) and Amgen Inc. (Nasdaq:AMGN) today announced that Amgen has returned to Immunomedics all rights for epratuzumab, the humanized CD22 monoclonal antibody therapeutic licensed to Amgen by Immunomedics in December 2000, including rights to second generation molecules and conjugates.
As part of the transaction, Immunomedics has agreed to issue to Amgen a 5-year warrant to purchase 100,000 shares of the Company's common stock with a strike price equal to $16.00 per share. Amgen will receive a final payment of $600,000 from Immunomedics if epratuzumab is approved for commercialization in the United States for non-Hodgkin's lymphoma therapy. There are no other financial obligations between the parties as a result of the agreement.
Roger M. Perlmutter, M.D., Ph.D., executive vice president of Research and Development at Amgen, stated, "Our relationship with Immunomedics has been positive. Phase 2 data demonstrate that epratuzumab is active against NHL. Epratuzumab was also shown to be safe and well-tolerated when administered as a single agent or in combination with rituximab (Rituxan). Our transfer of preclinical and clinical data to Immunomedics will aid their efforts to develop epratuzumab, in which endeavors we wish them well."
Immunomedics' president and chief executive officer, Cynthia L. Sullivan, commented, "Amgen has been an excellent partner, and we are pleased with their decision to transfer the epratuzumab program to us. By regaining North American and Australian rights to our product, we can now discuss worldwide licensing of this product with other interested companies. Since epratuzumab is currently being tested in patients with autoimmune disease, we anticipate that it also may have utility in this group of indications."
To date, epratuzumab has been studied, either alone or in combination with rituximab, in over 300 patients with indolent or aggressive non-Hodgkin's lymphomas, which are newly diagnosed in more than 50,000 patients annually in the United States, and where there are over 350,000 patients being followed with this disease.
About Immunomedics
Immunomedics is a biopharmaceutical company focused on the development, manufacture and commercialization of diagnostic imaging and therapeutic products for the detection and treatment of cancer and other serious diseases. Integral to these products are highly specific monoclonal antibodies and antibody fragments designed to deliver radioisotopes and chemotherapeutic agents to tumors and other sites of disease. Immunomedics has nine therapeutic product candidates in clinical development and has two marketed diagnostic imaging products. The most advanced therapeutic product candidates are LymphoCide(R) (epratuzumab), for which certain Phase II clinical trials for the treatment of non-Hodgkin's lymphoma have already been completed, and CEA-Cide(R) (labetuzumab), which is in Phase I/II clinical trials for the treatment of certain solid tumors.
This release, in addition to historical information, contains forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Such statements, including statements regarding clinical trials, involve significant risks and uncertainties and actual results could differ materially from those expressed or implied herein. Factors that could cause such differences include, but are not limited to, risks associated with new product development (including clinical trials outcome and regulatory requirements/actions), competitive risks to marketed products and availability of financing and other sources of capital, as well as the risks discussed in the Company's Annual Report on Form 10-K for the year June 30, 2003.
About Amgen
Amgen is a global biotechnology company that discovers, develops, manufactures and markets important human therapeutics based on advances in cellular and molecular biology.
This news release contains forward-looking statements that involve significant risks and uncertainties, including those discussed below and others that can be found in Amgen's Form 10-K for the year ended December 31, 2003, and in Amgen's periodic reports on Form 10-Q and Form 8-K. Amgen is providing this information as of the date of this news release and does not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.
No forward-looking statement can be guaranteed and actual results may differ materially from those we project. Amgen's results may be affected by its ability to successfully market both new and existing products domestically and internationally, sales growth of recently launched products, difficulties or delays in manufacturing its products, and regulatory developments (domestic or foreign) involving current and future products and manufacturing facilities. In addition, sales of Amgen's products are affected by reimbursement policies imposed by third party payors, including governments, private insurance plans and managed care providers, and may be affected by domestic and international trends toward managed care and healthcare cost containment as well as possible U.S. legislation affecting pharmaceutical pricing and reimbursement. Government regulations and reimbursement policies may affect the development, usage and pricing of Amgen's products. Furthermore, Amgen's research, testing, pricing, marketing and other operations are subject to extensive regulation by domestic and foreign government regulatory authorities. Amgen or others could identify side effects or manufacturing problems with its products after they are on the market. In addition, Amgen competes with other companies with respect to some of its marketed products as well as for the discovery and development of new products. Discovery or identification of new product candidates cannot be guaranteed and movement from concept to product is uncertain; consequently, there can be no guarantee that any particular product candidate will be successful and become a commercial product. In addition, while Amgen routinely obtain patents for its products and technology, the protection offered by its patents and patent applications may be challenged, invalidated or circumvented by its competitors. Further, some raw materials, medical devices and component parts for Amgen's products are supplied by sole third party suppliers.
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Amgen
As referenced in this Immunomedics Regains North American Development Rights from Amgen for Epratuzumab:
Amgen – EX-99.1
{SEQUENCE}3
{FILENAME}im690193-ex99_1.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
EXHIBIT 99.1
Immunomedics Regains North American Development Rights from Amgen for
Epratuzumab
MORRIS PLAINS, N.J. & THOUSAND OAKS, Calif.--(BUSINESS WIRE)--April 8,
2004--Immunomedics, Inc. (Nasdaq:IMMU) and Amgen Inc. (Nasdaq:AMGN) _____________
Amgen – Development Rights from Amgen for
Epratuzumab
MORRIS PLAINS, N.J. & THOUSAND OAKS, Calif.--(BUSINESS WIRE)--April 8,
2004--Immunomedics, Inc. (Nasdaq:IMMU) and Amgen Inc. (Nasdaq:AMGN) today
announced that Amgen has returned to Immunomedics all rights for epratuzumab,
the humanized CD22 monoclonal antibody therapeutic licensed to _____________
Amgen – PLAINS, N.J. & THOUSAND OAKS, Calif.--(BUSINESS WIRE)--April 8,
2004--Immunomedics, Inc. (Nasdaq:IMMU) and Amgen Inc. (Nasdaq:AMGN) today
announced that Amgen has returned to Immunomedics all rights for epratuzumab,
the humanized CD22 monoclonal antibody therapeutic licensed to Amgen by
Immunomedics in December 2000, including _____________
Amgen – Inc. (Nasdaq:AMGN) today
announced that Amgen has returned to Immunomedics all rights for epratuzumab,
the humanized CD22 monoclonal antibody therapeutic licensed to Amgen by
Immunomedics in December 2000, including rights to second generation molecules
and conjugates.
As part of the transaction, Immunomedics has agreed to issue _____________
Amgen – Immunomedics in December 2000, including rights to second generation molecules
and conjugates.
As part of the transaction, Immunomedics has agreed to issue to Amgen a 5-year
warrant to purchase 100,000 shares of the Company's common stock with a strike
price equal to $16.00 _____________
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Immunomedics
As referenced in this Immunomedics Regains North American Development Rights from Amgen for Epratuzumab:
Immunomedics – {DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}im690193-ex99_1.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
EXHIBIT 99.1
Immunomedics Regains North American Development Rights from Amgen for
Epratuzumab
MORRIS PLAINS, N.J. & THOUSAND OAKS, Calif.--(BUSINESS WIRE)--April 8,
2004--Immunomedics, Inc. ( _____________
-Immunomedics, – 1
Immunomedics Regains North American Development Rights from Amgen for
Epratuzumab
MORRIS PLAINS, N.J. & THOUSAND OAKS, Calif.--(BUSINESS WIRE)--April 8,
2004--Immunomedics, Inc. (Nasdaq:IMMU) and Amgen Inc. (Nasdaq:AMGN) today
announced that Amgen has returned to Immunomedics all rights for epratuzumab,
the humanized _____________
Immunomedics – OAKS, Calif.--(BUSINESS WIRE)--April 8,
2004--Immunomedics, Inc. (Nasdaq:IMMU) and Amgen Inc. (Nasdaq:AMGN) today
announced that Amgen has returned to Immunomedics all rights for epratuzumab,
the humanized CD22 monoclonal antibody therapeutic licensed to Amgen by
Immunomedics in December 2000, including rights to second generation _____________
Immunomedics – AMGN) today
announced that Amgen has returned to Immunomedics all rights for epratuzumab,
the humanized CD22 monoclonal antibody therapeutic licensed to Amgen by
Immunomedics in December 2000, including rights to second generation molecules
and conjugates.
As part of the transaction, Immunomedics has agreed to issue to Amgen _____________
Immunomedics – antibody therapeutic licensed to Amgen by
Immunomedics in December 2000, including rights to second generation molecules
and conjugates.
As part of the transaction, Immunomedics has agreed to issue to Amgen a 5-year
warrant to purchase 100,000 shares of the Company's common stock with a _____________
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 | 2004 |
Isis Pharmaceuticals Reports Financial Results and Highlights for 2003
Isis Pharmaceuticals Reports Financial Results and Highlights for 2003 (18K)
Doc #282153: This document is immediately available for purchase, but does not have a preview available for viewing.
 ISIS Pharmaceuticals Inc
EX-99.1 3 a04-2096_1ex99d1.htm EX-99.1
Exhibit 99.1 Contacts: Elizabeth Hougen, Vice President, Finance Karen Lundstedt, Vice President, Corporate Communications Isis Pharmaceuticals, Inc. 760-931-9200 http://www.isispharm.com ISIS PHARMACEUTICALS REPORTS FINANCIAL RESULTS AND HIGHLIGHTS FOR 2003 CARLSBAD, Calif., February 10, 2004 Isis Pharmaceuticals, Inc. (Nasdaq: ISIS), today announced its financial results for the year-ended December 31, 2003. The companys loss from operations for 2003 was $79.0 million compared to $50.8 million in 2002, according to generally accepted accounting principles (GAAP). Consistent with its guidance, the companys loss from operations for 2003 on a proforma basis was $76.3 million, which is adjusted from GAAP to exclude non-cash compensation charges of $913,000 and restructuring charges of $1.8 million. This compared to a proforma loss from operations in 2002 of $52.4 million, which excludes $3.0 million in non-cash compensation benefit and restructuring charges of $1.4 million. Revenue Total revenue for the quarter and year-ended December 31, 2003 was $9.7 million and $50.0 million, respectively, compared to $21.9 million and $80.2 million for the same periods in 2002. The decrease in revenue was primarily due to the reduction in revenue associated with the clinical development of Affinitak and the conclusion of Elan Corporation plc.s participation in the HepaSense and Orasense collaborations. In late 2002, Isis terminated its collaborations with Elan and reacquired rights to ISIS 14803 and the oral formulation of ISIS 104838. The decrease in revenue was offset in part by new sources of revenue not present in 2002, including the achievement of milestones in the discovery and development of drugs for our partners Eli Lilly and Company, Amgen, and the Industrial Research Institute of Taiwan (ITRI), in addition to increased revenue related to our TIGER diagnostic program. Expenses As illustrated in the Selected Financial Information in this press release, operating expenses on a proforma basis for the quarter and year-ended December 31, 2003 were $31.2 million and $126.3 million, respectively, compared to $31.7 million and $132.6 million for the same periods in 2002. These decreases were attributed primarily to planned expense reductions during 2003. Total operating expenses for the year-ended December 31, 2003 included a charge of approximately $913,000 in non-cash compensation expense due to variable accounting for stock options associated primarily with the employee stock option exchange program that was offered in the second quarter of 2003. For the year-ended 2002, the company reported compensation benefit of $3.0 million associated primarily with an employee option exchange program offered in January 2000. All options in the 2000 program were
either exercised or cancelled by the end of 2002 and had no impact on the companys financial statements in 2003. Variable stock options can result in significant non-cash increases and decreases in compensation expense as a result of the variability in the companys stock price. The 2003 year-to-date operating expenses included a restructuring charge of $1.8 million related to Isis expense reduction plan, which included a small reduction in its workforce, as compared to restructuring charges of approximately $1.4 million in 2002 related to Isis termination of the Genetrove database product and write down of certain intellectual property. Net Loss Thope companys net loss applicable to common stock for the quarter and year-ended December 31, 2003 was $25.6 million, or $0.46 per share, and $95.7 million, or $1.73 per share, respectively, compared with a net loss applicable to common stock of $16.0 million, or $0.29 per share, and $73.3 million, or $1.35 per share, for the same periods last year. The increase in the net loss applicable to common stock was primarily a result of the increase in loss from operations. Balance Sheet Isis maintained a strong balance sheet at the end of the year with $215.5 million in cash and short-term investments and working capital of $194.0 million. At December 31, 2002, Isis had cash and short-term investments of $289.4 million and working capital of $244.2 million. Cash and short-term investments and working capital decreased primarily as a result of cash used in operations. Isis 2003 and Recent Highlights In 2003, we reported our first clinical results with two second-generation antisense drugs, ISIS 104838 in rheumatoid arthritis and ISIS 113715 for type 2 diabetes. The positive data indicate that second-generation drugs are an important improvement over first-generation antisense, particularly in terms of potency, side effect profile, patient convenience and cost of therapy. We also initiated clinical trials with our first cardiovascular compound, ISIS 301012, which was shown to be a potent cholesterol- lowering agent in preclinical studies, stated B. Lynne Parshall, Isis Executive Vice President and CFO. As evidence of our steady progress in antisense drug development, we plan to report data from clinical trials of eight different antisense drugs across all phases of development during the course of 2004. Our strategy of developing a broad pipeline gives us many opportunities for clinical success. Importantly, we have the financial resources to aggressively advance the development of our products. Beyond our pipeline, we continue to realize value from other key assets, including our intellectual property estate. The progress of Macugen for the treatment of age-related macular degeneration illustrates the value within our patent estate, given Isis royalty position in this drug. In 2003, Pfizer and Eyetech reported encouraging Phase 3 data for Macugen that will serve as the basis for an NDA, with commercialization of the drug expected in 2005. Eyetech licensed several Isis chemistry patents for the development of Macugen, an aptamer. Assuming successful commercialization of Macugen, Isis has the opportunity to earn milestone payments and royalties that will be 2
meaningful to us, continued Ms. Parshall. We are committed to further exploiting our leadership position in RNA-based drug discovery and development for the benefit of our shareholders. Advanced Antisense Drug Development: Reported results from eight clinical trials: Rheumatoid Arthritis (RA): in a Phase 2 study, ISIS 104838 produced a statistically significant disease response in evaluable patients with RA that received the two highest doses; an initial study showed the drug was distributed to synovial tissue and reduced TNF-alpha mRNA levels in synovium in a dose-dependent manner Hepatitis C (HCV): in a Phase 2 single-agent study, ISIS 14803 decreased viral levels in a dose-dependent manner in patients who failed previous treatment Type 2 Diabetes: in a Phase 1 study, ISIS 113715 decreased the amount of insulin required by normal volunteers to normalize blood glucose tolerance tests following a glucose challenge Pouchitis/Ulcerative Colitis (UC): in a Phase 2 study of patients with pouchitis, alicaforsen (ISIS 2302) enema improved clinical disease symptoms with remissions that lasted up to nine months Anticancer studies including a Phase 3 trial of Affinitak in combination with chemotherapy in patients with non-small cell lung cancer, which resulted in data that were not sufficient to support single-study registration of the drug, and two Phase 2 studies of ISIS 2503 in combination with chemotherapy that suggested activity in patients with pancreatic and breast cancers Began five new clinical initiatives on its own or with partners: Phase 1 trial of ISIS 301012 for cardiovascular disease Phase 1 trial of ISIS 107248 (ATL 1102) for multiple sclerosis with partner Antisense Therapeutics Limited (ATL) Phase 2 trial of ISIS 14803 in addition to standard HCV treatments Phase 2 program for ISIS 113715 in patients with type 2 diabetes Second Phase 2 trial of Alicaforsen for the treatment of ulcerative colitis 3
Expanded RNA-Based Drug Discovery Efforts: Received a grant and subsequently achieved two milestones in its antisense drug discovery partnership with ITRI of Taiwan, focused on the coronavirus associated with Severe Acute Respiratory Syndrome (SARS) Received a grant from the Singapore Economic Development Board to support the broadening of two of Isis RNA-based drug discovery and development programs: micro-RNA drug discovery and antisense drug discovery targeting the coronavirus associated with SARS Expanded drug discovery partnership with OncoGenex Technologies Inc. to include the development of OGX-225, a second-generation antisense anti-cancer drug that is designed to inhibit the production of two related proteins simultaneously Initiated a multi-year collaboration to discover antisense drugs that regulate alternative RNA splicing with Ercole Biotech, Inc. Ercole licensed Isis Bcl-x preclinical antisense drug as its lead development compound Achieved a $1.5 million milestone from Lilly for the selection of LY2181308 for clinical development. LY2181308 is an antisense inhibitor of survivin and a product of the antisense drug discovery collaboration between Isis and Lilly Achieved a second milestone in its antisense drug discovery collaboration with Amgen Entered into a target validation agreement with Pfizer, Inc., in which Pfizer obtained access to Isis antisense inhibitors and acquired a license to specific patents within Isis intellectual property estate for use in its internal antisense-based functional genomics program Furthered Ibis Diagnostic Program: Received a three-year grant for $6 million from the Centers for Disease Control and Prevention (CDC) to develop and apply Ibis diagnostic technology to the surveillance of infectious disease in the U.S. Strengthened Isis Financial Position Retired approximately $32 million in partner debt using a new five-year, secured 4% variable rate term loan. The retired convertible partner debt was due from 2003 to 2005 and carried interest rates ranging from 8.5% to 12%. Reached a mutually beneficial renegotiation of Isis manufacturing relationship with Lilly. Lilly waived repayment of the $21 million manufacturing loan it provided Isis to build Isis second manufacturing facility. Lilly also agreed to allow Isis to use the facility to manufacture other drugs. In exchange, Isis released Lilly from its obligations to purchase additional Affinitak from Isis and to pay for the costs of maintaining an idle manufacturing suite 4
2004 Clinical Goals Isis Products Report results of Phase 3 studies of alicaforsen in Crohns disease second half 2004 Report results of Phase 2 studies of alicaforsen in ulcerative colitis second half 2004 Report results of Phase 2 trial of ISIS 113715 in type 2 diabetes second half 2004 or early 2005 Report preliminary results of Phase 2 study of ISIS 14803 in combination with current HCV therapies second half 2004 Report results of Phase 1 study of ISIS 301012 in cardiovascular disease second half 2004 Initiate Phase 2 clinical trial of ISIS 104838 in patients with rheumatoid arthritis to refine dose and schedule second half 2004 2004 Clinical Goals - Isis Partnered Products Report results of Lillys Phase 3 study of Affinitak in non-small cell lung cancer second half 2004 Report Phase 1 / 2 results of ISIS 112989 (OGX-011) in prostate cancer and other tumor types (OncoGenex) first half 2004 Report final Phase 1 results of ISIS 107248 (ATL 1102) in multiple sclerosis (ATL) mid 2004; initiate Phase 2 trial second half 2004 Initiate clinical trials of LY2181308, an antisense inhibitor of survivin, for cancer (Lilly) mid 2004 Isis will conduct a live webcast conference call to discuss this earnings release on Tuesday, February 10 at 8:30 am Eastern time. To participate over the Internet go to http://www.isispharm.com or http://www.firstcallevents.com/service/ajwz398765671gf12.html. A replay of the webcast will be available at these addresses for up to 30 days. Isis Pharmaceuticals, Inc., is exploiting its expertise in RNA to discover and develop novel human therapeutic drugs. The company has successfully commercialized the worlds first antisense product, and has 11 antisense products in development. In the companys GeneTrove program, Isis uses antisense technology as a tool to determine the function of genes and uses that information to direct the companys internal drug discovery research and that of its corporate partners. Through its Ibis Therapeutics program, Isis is developing a novel diagnostic tool to detect infectious organisms and is focused on the discovery of small molecule drugs that bind to RNA. As an innovator in RNA-based drug discovery and development, Isis is the owner or exclusive licensee of 5
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Elan
As referenced in this Isis Pharmaceuticals Reports Financial Results and Highlights for 2003:
Elan Corp – The decrease in revenue was primarily due to the reduction in revenue associated with the clinical development of Affinitak and the conclusion of Elan Corp oration plc.s participation in the HepaSense and Orasense collaborations. In late 2002, Isis terminated its collaborations with Elan and reacquired rights to
_____________
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Eli Lilly
As referenced in this Isis Pharmaceuticals Reports Financial Results and Highlights for 2003:
Eli Lilly – new sources of revenue not present in 2002, including the achievement of milestones in the discovery and development of drugs for our partners Eli Lilly and Company, Amgen, and the Industrial Research Institute of Taiwan (ITRI), in addition to increased revenue related to our TIGER diagnostic program.
Expenses
_____________
Eli Lilly – trademark of HepaSense Ltd.
Orasense is a trademark of Orasense Ltd.
Macugen is a trademark of Eyetech Pharmaceuticals, Inc.
Affinitak, a trademark of Eli Lilly and Company, is an investigational cancer compound being developed through an alliance between Lilly and Isis Pharmaceuticals, Inc.
Financial Data to Follow
6
_____________
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Eyetech Pharma
As referenced in this Isis Pharmaceuticals Reports Financial Results and Highlights for 2003:
Eyetech Pharmaceuticals, – of Isis Pharmaceuticals, Inc.
HepaSense is a trademark of HepaSense Ltd.
Orasense is a trademark of Orasense Ltd.
Macugen is a trademark of Eyetech Pharmaceuticals, Inc.
Affinitak, a trademark of Eli Lilly and Company, is an investigational cancer compound being developed through an alliance between Lilly and _____________
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ISIS Pharma
As referenced in this Isis Pharmaceuticals Reports Financial Results and Highlights for 2003:
Isis Pharmaceuticals, – 1 3 a04-2096_1ex99d1.htm EX-99.1
Exhibit 99.1
Contacts: Elizabeth Hougen, Vice President, Finance
Karen Lundstedt, Vice President, Corporate Communications
Isis Pharmaceuticals, Inc. 760-931-9200
http://www.isispharm.com
ISIS PHARMACEUTICALS REPORTS FINANCIAL RESULTS AND HIGHLIGHTS FOR 2003
CARLSBAD, Calif., February 10, 2004 _____________
ISIS PHARMACEUTICALS – 1
Contacts: Elizabeth Hougen, Vice President, Finance
Karen Lundstedt, Vice President, Corporate Communications
Isis Pharmaceuticals, Inc. 760-931-9200
http://www.isispharm.com
ISIS PHARMACEUTICALS REPORTS FINANCIAL RESULTS AND HIGHLIGHTS FOR 2003
CARLSBAD, Calif., February 10, 2004 Isis Pharmaceuticals, Inc. (Nasdaq: ISIS), today announced its financial results for _____________
Isis Pharmaceuticals, – Pharmaceuticals, Inc. 760-931-9200
http://www.isispharm.com
ISIS PHARMACEUTICALS REPORTS FINANCIAL RESULTS AND HIGHLIGHTS FOR 2003
CARLSBAD, Calif., February 10, 2004 Isis Pharmaceuticals, Inc. (Nasdaq: ISIS), today announced its financial results for the year-ended December 31, 2003. The companys loss from operations for 2003 _____________
Isis Pharmaceuticals, – http://www.firstcallevents.com/service/ajwz398765671gf12.html. A replay of the webcast will be available at these addresses for up to 30 days.
Isis Pharmaceuticals, Inc., is exploiting its expertise in RNA to discover and develop novel human therapeutic drugs. The company has successfully commercialized the worlds _____________
Isis Pharmaceuticals, – about Isis is available at www.isispharm.com
This press release contains forward-looking statements concerning the financial position and clinical goals of Isis Pharmaceuticals, Inc., the planned development activities and therapeutic potential for our products in our pipeline, and the potential value of the companys functional _____________
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Pfizer
As referenced in this Isis Pharmaceuticals Reports Financial Results and Highlights for 2003:
Pfizer, Inc – between Isis and Lilly
Achieved a second milestone in its antisense drug discovery collaboration with Amgen
Entered into a target validation agreement with Pfizer, Inc ., in which Pfizer obtained access to Isis antisense inhibitors and acquired a license to specific patents within Isis intellectual property estate for _____________
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Preview
Full Doc
 | 2004 |
Cambridge Antibody Technology Interim Results for the Six Months Ended 31 March 2004
Cambridge Antibody Technology Interim Results for the Six Months Ended 31 March 2004 (50K)
Doc #298447: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}2 {FILENAME}ex-991.txt {TEXT}
EXHIBIT 99.1
04/CAT/08
Page 1 of 14
FOR IMMEDIATE RELEASE
07.00 BST, 02.00 EST Monday 17 May 2004
For further information contact: Cambridge Antibody Technology Weber Shandwick Square Mile (Europe) ----------------------------- ------------------------------------ Tel: +44 (0) 1223 471 471 Tel: +44 (0) 20 7067 0700 Peter Chambre, Chief Executive Officer Kevin Smith John Aston, Chief Financial Officer Louise Robson Rowena Gardner, Director of Corporate Communications
BMC Communications/The Trout Group (USA) ---------------------------------------- Tel: +1 212 477 9007 Brad Miles, ext 17 (media) Brandon Lewis, ext 15 (investors)
CAMBRIDGE ANTIBODY TECHNOLOGY INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 MARCH 2004
Cambridge, UK...Cambridge Antibody Technology (LSE: CAT; NASDAQ: CATG) today announces financial results for the six months ended 31 March 2004 and a business update.
Summary
Developments since the First Quarter results: o Trial for litigation with Abbott set by London High Court for November 2004 o Library licences granted to Genzyme and Wyeth o Enrolment in US trial of Trabio(R) to be completed in the third quarter of 2004 o Wyeth progressing an anti-GDF-8 antibody, licensed from CAT o Further pre-clinical studies of GC-1008 underway o Plans for anti-TGF(beta) collaboration with Genzyme in development
Previously announced: o Preliminary results from CAT-192 Phase I/II clinical trial o Enrolment complete in Phase III pivotal International clinical trial of Trabio o Co-development agreement with Amgen restructured on attractive terms o Co-development agreement with Elan terminated by CAT o Extension of manufacturing agreement with Lonza o Second tranche of equity investment by Genzyme
{PAGE}
Page 2 of 14
Financial: o Net cash and liquid resources of(pound)107.6 million at 31 March 2004 ((pound)107.8 million at 30 September 2003) o Net cash outflow before management of liquid resources and financing: (pound)14.2 million for the six months ended 31 March 2004 compared with(pound)13.2 million for the six months ended 31 March 2003 o Revised financial guidance: net cash outflow before management of liquid resources and financing for the year to 30 September 2004 expected to be less than (pound)35 million (after Genzyme investment, net cash outflow after financing less than (pound)21 million)
Paul Nicholson, CAT's Chairman, said "We are pleased to report that CAT has continued to make progress in the first half of the financial year. We are also pleased that the High Court has fixed a trial date in November 2004 to hear our dispute with Abbott in accordance with our wish that the courts resolve the dispute at the earliest opportunity. We look forward to putting our case before the High Court in November."
CAT Product Candidates
In April 2004, three-year follow up results of a Phase II clinical trial of Trabio (lerdelimumab), a human anti-TGF(beta)2 monoclonal antibody, in patients undergoing first time phacotrabeculectomy (combined surgery to simultaneously treat glaucoma and a cataract) were presented at the annual meeting of the Association for Research in Vision and Ophthalmology (ARVO). The results show that patients treated with Trabio at the time of surgery have lower intraocular pressure (IOP) levels compared to placebo-treated patients. Additionally, the proportion of patients returning to IOP-lowering medication remains lower for Trabio than placebo groups.
In the US clinical trial of Trabio compared to 5-fluorouracil (5FU) in patients undergoing surgery for glaucoma (trabeculectomy) enrolment is ongoing and is now expected to be complete in the third quarter of 2004.
In the Phase II/III European clinical trial of Trabio in 344 patients undergoing first time trabeculectomy, it is expected that preliminary data at one year follow up will be available in the fourth quarter of 2004.
Enrolment is complete in the Phase III pivotal International clinical trial of Trabio in patients undergoing first time trabeculectomy. A total of 393 patients in six European countries and South Africa were randomised in the double-blind trial which compares Trabio with placebo. Data from this trial are expected in early 2005 when all patients will have completed at least one year of follow-up post surgery.
In February, preliminary results from a Phase I/II clinical trial of CAT-192 (metelimumab), a human anti-TGF(beta)1 monoclonal antibody, were announced. The double-blind, placebo-controlled trial enrolled 45 patients at 12 medical centres in the US and Europe. Patients were randomised to receive one of three dose levels of CAT-192 (0.5 mg/kg, 5 mg/kg or 10 mg/kg) or matching placebo, given as an intravenous infusion every six weeks for four doses.
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The primary objective of the trial was to assess the safety, tolerability and pharmacokinetics of CAT-192 in patients suffering from diffuse systemic sclerosis. Preliminary results show that the primary objective of the trial was met; CAT-192 was generally safe and well-tolerated at each dose level. Elimination half-life was consistently around three weeks. There were no treatment-related serious adverse events observed. The secondary objective was to evaluate the potential clinical outcomes for any future trial in systemic sclerosis, however, no definitive conclusions regarding the efficacy of CAT-192 are able to be drawn at this time.
An Investigational New Drug (IND) application for a Phase I trial in the US in idiopathic pulmonary fibrosis (IPF) of GC-1008, a pan-specific human anti-TGF(beta) monoclonal antibody being developed by CAT and Genzyme, has been filed with the US Food and Drug Administration (FDA). Following
298447
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Abbott Labs
As referenced in this Cambridge Antibody Technology Interim Results for the Six Months Ended 31 March 2004:
Abbott Laboratories. – HUMIRA(TM)
HUMIRA(TM) (adalimumab) is a human anti-TNF(alpha) monoclonal antibody which was
isolated and optimised by CAT in collaboration with Abbott Laboratories. It is
the first CAT-derived antibody to receive approval for marketing and is now
approved for sale in 41 countries. Abbott _____________
dt 264523
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CATG
As referenced in this Cambridge Antibody Technology Interim Results for the Six Months Ended 31 March 2004:
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP – year this would result in net cash outflow after financing of less
than (pound)21 million.
{PAGE}
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{TABLE}
{CAPTION}
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC
INTERIM Statement of Results for
the SIX MONTHS ended 31 MARCH 2004
CONSOLIDATED PROFIT AND LOSS ACCOUNT
(unaudited)
Six months Six months _____________
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP – prepared in accordance with UK GAAP. The dollar translations are solely
for the convenience of the reader.
{PAGE}
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{CAPTION}
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC
INTERIM Statement of Results for
the SIX MONTHS ended 31 MARCH 2004
Consolidated Balance Sheet
(unaudited) As at As at As at _____________
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP – prepared in accordance with UK GAAP. The dollar translations
are solely for the convenience of the reader.
{PAGE}
Page 10 of 14
{CAPTION}
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC
INTERIM Statement of Results for
the SIX MONTHS ended 31 March 2004
Consolidated Cash Flow Statement
(unaudited) Six months Six months Six _____________
Cambridge Antibody Technology Group – and financial statements for the year ended 30 September
2003 are available from the Corporate Communications Department at the
Company's registered office:
Cambridge Antibody Technology Group plc
Milstein Building
Granta Park
Cambridge
CB1 6GH
UK
Tel: +44 (0) 1223 471 471
E-mail: investor.relations@cambridgeantibody.com
{PAGE}
Page _____________
Cambridge Antibody
Technology Group – in March 2000.
Application of the Safe Harbor of the Private Securities Litigation Reform Act
of 1995: This press release contains statements about Cambridge Antibody
Technology Group plc ("CAT") that are forward looking statements. All
statements other than statements of historical facts included in this press
release may be forward _____________
dt 264894
;
|
Human Genome
As referenced in this Cambridge Antibody Technology Interim Results for the Six Months Ended 31 March 2004:
Human Genome Sciences, – clinical
trial of ABT-874 in patients with active Crohn's disease will also be
presented at Digestive Disease Week.
In January 2004, Human Genome Sciences, Inc (HGSI) announced that it has begun
enrolling and dosing patients in a Phase II clinical trial of LymphoStat-B(TM),
a _____________
Human Genome
Sciences, – pre-clinical
development stage.
o CAT has also licensed its proprietary technologies to several companies.
CAT's licensees include: Abbott, Amgen, Chugai, Genzyme, Human Genome
Sciences, Merck & Co, Pfizer and Wyeth Research.
o CAT is listed on the London Stock Exchange and on NASDAQ. CAT raised
(pound)41m _____________
dt 262188
;
Merck & Co.
As referenced in this Cambridge Antibody Technology Interim Results for the Six Months Ended 31 March 2004:
Merck – the two
royalty payments made by Abbott. Revenues of (pound)1.1 million were generated
from contract research fees under collaborations with Amgen, Merck & Co.,
Pfizer and Wyeth Research. Other revenues of (pound)0.4 million were
recognised in the period.
Direct costs for the six _____________
Merck – stage.
o CAT has also licensed its proprietary technologies to several companies.
CAT's licensees include: Abbott, Amgen, Chugai, Genzyme, Human Genome
Sciences, Merck & Co, Pfizer and Wyeth Research.
o CAT is listed on the London Stock Exchange and on NASDAQ. CAT raised
(pound)41m in _____________
dt 261891
;
Wyeth
As referenced in this Cambridge Antibody Technology Interim Results for the Six Months Ended 31 March 2004:
Wyeth
– Quarter results:
o Trial for litigation with Abbott set by London High Court for November 2004
o Library licences granted to Genzyme and Wyeth
o Enrolment in US trial of Trabio(R) to be completed in the third quarter
of 2004
o Wyeth progressing an anti- _____________
Wyeth – granted to Genzyme and Wyeth
o Enrolment in US trial of Trabio(R) to be completed in the third quarter
of 2004
o Wyeth progressing an anti-GDF-8 antibody, licensed from CAT
o Further pre-clinical studies of GC-1008 underway
o Plans for anti-TGF( _____________
Wyeth – HGSI has stated that further development of ABthrax will depend on the US
Government's willingness to commit to the purchase of ABthrax.
Wyeth is moving forward with MYO-029, a human monoclonal antibody discovered
by CAT in collaboration with Wyeth and licensed to Wyeth, that neutralises _____________
Wyeth – commit to the purchase of ABthrax.
Wyeth is moving forward with MYO-029, a human monoclonal antibody discovered
by CAT in collaboration with Wyeth and licensed to Wyeth, that neutralises the
effects of a protein called GDF-8, which is associated with reduced skeletal
muscle mass. MYO- _____________
Wyeth, – of ABthrax.
Wyeth is moving forward with MYO-029, a human monoclonal antibody discovered
by CAT in collaboration with Wyeth and licensed to Wyeth, that neutralises the
effects of a protein called GDF-8, which is associated with reduced skeletal
muscle mass. MYO-029 is being _____________
dt 264719
|
Preview
Full Doc
 | 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (233K)
Doc #284818: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-2 {SEQUENCE}3 {FILENAME}agreev13.txt {DESCRIPTION}EXHIBIT 2.1 - AGREEMENT AND PLAN OF MERGER {TEXT} AGREEMENT AND PLAN OF MERGER
BY AND AMONG
AMGEN INC.,
AMS ACQUISITION INC.
AND
IMMUNEX CORPORATION
DATED AS OF DECEMBER 16, 2001
TABLE OF CONTENTS
ARTICLE 1. The Merger....................................................... 1
Section 1.1 The Merger.............................................1 Section 1.2 Closing................................................1 Section 1.3 Effect of the Merger...................................2 Section 1.4 Articles of Incorporation; Bylaws......................2 Section 1.5 Directors and Officers of the Surviving Corporation....2 Section 1.6 Directors of Parent....................................2
ARTICLE 2. Conversion of Securities; Exchange of Certificates.................2
Section 2.1 Conversion of Securities...............................2 Section 2.2 Exchange of Certificates...............................4 Section 2.3 Stock Transfer Books...................................7 Section 2.4 Stock Options..........................................7 Section 2.5 Employee Stock Purchase Plan...........................8 Section 2.6 Employment Agreement...................................8 Section 2.7 AHP Agreements.........................................8 Section 2.8 Role of Seattle and Rhode Island Following the Merger..9
ARTICLE 3. Representations and Warranties of the Company......................9
Section 3.1 Organization and Qualification; Subsidiaries...........9 Section 3.2 Articles of Incorporation and Bylaws; Corporate Books and Records......................................9 Section 3.3 Capitalization........................................10 Section 3.4 Authority.............................................11 Section 3.5 No Conflict; Required Filings and Consents............11 Section 3.6 Permits; Compliance With Law..........................12 Section 3.7 SEC Filings; Financial Statements.....................13 Section 3.8 Absence of Certain Changes or Events..................13 Section 3.9 Employee Benefit Plans................................14 Section 3.10 Labor and Other Employment Matters....................16 Section 3.11 Tax Treatment.........................................17 Section 3.12 Contracts.............................................17 Section 3.13 Litigation............................................18 Section 3.14 Environmental Matters.................................18 Section 3.15 Intellectual Property.................................19 Section 3.16 Taxes.................................................20 Section 3.17 Insurance.............................................20 Section 3.18 Properties............................................20 Section 3.19 Regulatory Compliance.................................21 Section 3.20 Opinion of Financial Advisor..........................22 Section 3.21 Vote Required.........................................22 Section 3.22 Brokers...............................................22
ARTICLE 4. Representations and Warranties of Parent and Merger Sub...........22
Section 4.1 Organization and Qualification; Subsidiaries..........22 Section 4.2 Certificate of Incorporation and Bylaws; Corporate Books and Records.....................................23 Section 4.3 Capitalization........................................23 Section 4.4 Authority Relative to This Agreement..................24 Section 4.5 No Conflict; Required Filings and Consents............24 Section 4.6 Permits; Compliance With Law..........................25 Section 4.7 SEC Filings; Financial Statements.....................25 Section 4.8 Absence of Certain Changes or Events..................26 Section 4.9 Litigation............................................26 Section 4.10 Environmental Matters.................................27 Section 4.11 Intellectual Property.................................27 Section 4.12 Regulatory Compliance.................................27 Section 4.13 Tax Treatment.........................................28 Section 4.14 Ownership of Merger Sub; No Prior Activities..........28 Section 4.15 Opinion of Financial Advisor..........................28 Section 4.16 Vote Required.........................................28 Section 4.17 Brokers...............................................28 Section 4.18 Sufficient Funds......................................28
ARTICLE 5. Covenants .......................................................28
Section 5.1 Conduct of Business by the Company Pending the Closing...............................................28 Section 5.2 Conduct of Business by Parent Pending the Closing.....32 Section 5.3 Cooperation...........................................33 Section 5.4 Tax-Free Reorganization Treatment.....................33 Section 5.5 Control of Other Party's Business.....................33
ARTICLE 6. Additional Agreements.............................................34
Section 6.1 Registration Statement; Proxy Statement...............34 Section 6.2 Shareholders' Meetings................................35 Section 6.3 Access to Information; Confidentiality................36 Section 6.4 No Solicitation of Transactions.......................37 Section 6.5 Appropriate Action; Consents; Filings.................39 Section 6.6 Certain Notices.......................................41 Section 6.7 Public Announcements..................................41 Section 6.8 Nasdaq Listing........................................41 Section 6.9 Employee Benefit Matters..............................41 Section 6.10 Indemnification of Directors and Officers.............42 Section 6.11 Plan of Reorganization................................43 Section 6.12 Affiliate Letters.....................................43 Section 6.13 Section 16 Matters....................................43 Section 6.14 Stock Award Matters...................................43 Section 6.15 Restructure of Transaction............................44
ARTICLE 7. Closing Conditions................................................44
Section 7.1 Conditions to Obligations of Each Party Under This Agreement.............................................44 Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub............................................45 Section 7.3 Additional Conditions to Obligations of the Company...46
284818
|
Amgen
As referenced in this Agreement and Plan of Merger:
AMGEN – SEQUENCE}3
{FILENAME}agreev13.txt
{DESCRIPTION}EXHIBIT 2.1 - AGREEMENT AND PLAN OF MERGER
{TEXT}
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
AMGEN INC.,
AMS ACQUISITION INC.
AND
IMMUNEX CORPORATION
DATED AS OF DECEMBER 16, 2001
TABLE OF CONTENTS
ARTICLE 1. The Merger....................................................... 1
Section 1. _____________
Amgen – 2(c)(ii) Company Tax Matters Certificate
AGREEMENT AND PLAN OF MERGER, dated as of December 16,
2001 (this "Agreement"), by and among Amgen Inc., a Delaware corporation
("Parent"), AMS Acquisition Inc., a Washington corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"), and Immunex Corporation,
_____________
Amgen – Day if transmitted by national overnight
courier, in each case as follows:
(a) If to Parent or Merger Sub, addressed to it at:
Amgen Inc.
One Amgen Center Drive
Thousand Oaks, CA 91320
Fax: (805) 499-3540
Attn: Chief Executive Officer
with a copy to:
Latham & Watkins
_____________
Amgen – by national overnight
courier, in each case as follows:
(a) If to Parent or Merger Sub, addressed to it at:
Amgen Inc.
One Amgen Center Drive
Thousand Oaks, CA 91320
Fax: (805) 499-3540
Attn: Chief Executive Officer
with a copy to:
Latham & Watkins
885 Third Avenue, _____________
AMGEN – the Company
have caused this Agreement to be executed as of the date first written
above by their respective officers thereunto duly authorized.
AMGEN INC.
a Delaware corporation
By: /s/ Kevin W. Sharer
------------------------------
Name: Kevin W. Sharer
Title: Chairman of the Board,
CEO and President
AMS ACQUISITION _____________
dt 227278
;
Bear, Stearns
As referenced in this Agreement and Plan of Merger:
Bear, Stearns & Co. – the Share Issuance (the "Parent Stockholder
Approval").
Section 4.17 Brokers. No broker, finder or investment
banker (other than the Parent Financial Advisor. Bear, Stearns & Co. Inc.
and Salomon Smith Barney Inc.) is entitled to any brokerage, finder's or
other fee or commission in connection with the _____________
dt 211002
;
Citibank
As referenced in this Agreement and Plan of Merger:
Citibank, N.A. – attorneys' fees and expenses) in connection
with such suit, together with interest on the amount of the fee at the
prime rate of Citibank, N.A. in effect on the date such payment was
required to be made.
Section 8.3 Amendment. This Agreement may be amended by
_____________
dt 212823
;
|
Goldman, Sachs
As referenced in this Agreement and Plan of Merger:
Goldman, Sachs
& Co. – whatsoever or entered into any agreements or arrangements with
any person. Merger Sub has no Subsidiaries.
Section 4.15 Opinion of Financial Advisor. Goldman, Sachs
& Co. (the "Parent Financial Advisor") has delivered to the Board of
Directors of Parent its opinion that, as of the date of such _____________
dt 237403
;
More... |
Preview
Full Doc
 | 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (193K)
Doc #305777: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
among
GUILFORD PHARMACEUTICALS INC.,
GLIATECH INC.
and
ST. JOHN DEVELOPMENT CORP.
Dated as of May 29, 2000
{PAGE} 2
TABLE OF CONTENTS
{TABLE} {CAPTION} Page
{S} {C} ARTICLE I THE MERGER.................................................................................2 1.1. The Merger............................................................................2 1.2. Closing...............................................................................2 1.3. Effective Time........................................................................2 ARTICLE II THE SURVIVING COMPANY.....................................................................3 2.1. Certificate of Incorporation..........................................................3 2.2. By-Laws...............................................................................3 2.3. Board of Directors....................................................................3 ARTICLE III CONVERSION OF SHARES.....................................................................3 3.1. Effect on Stock.......................................................................3 3.2. Exchange of Certificates for Shares...................................................4 3.3. Appraisal Rights......................................................................7 3.4. Adjustments to Prevent Dilution.......................................................7 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY.............................................8 4.1. Organization, Good Standing and Qualification.........................................8 4.2. Capitalization........................................................................8 4.3. Corporate Authority; Approval and Fairness............................................9 4.4. Governmental Filings; No Violations...................................................10 4.5. Company Reports; Financial Statements.................................................11 4.6. Absence of Certain Changes............................................................12 4.7. Litigation and Liabilities............................................................12 4.8. Employee Benefits.....................................................................13 4.9. Compliance with Laws; Permits.........................................................15 4.10. Takeover Statutes.....................................................................16 4.11. Environmental Matters.................................................................16 4.12. Taxes.................................................................................17 4.13 Labor Matters.........................................................................18 4.14. Intellectual Property; FDA Matters....................................................19 4.15. Title to Property.....................................................................21 4.16. Material Contracts....................................................................21 4.17. Brokers and Finders...................................................................22 4.18. Insurance.............................................................................22 4.19. Interested Party Transactions.........................................................22 4.20. Rights Plan...........................................................................22 4.21. Accounting, Tax and SEC Matters.......................................................23 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY.............................23 {/TABLE}
-i-
{PAGE} 3
{TABLE} {S} {C} 5.1. Merger Subsidiary.....................................................................23 5.2. Organization, Good Standing and Qualification.........................................24 5.3. Capitalization........................................................................24 5.4. Authority; Approval and Fairness......................................................25 5.5. Governmental Filings; No Violations...................................................26 5.6. Parent Reports; Financial Statements..................................................27 5.7. Absence of Certain Changes............................................................28 5.8. Litigation and Liabilities............................................................28 5.9. Compliance with Laws; Permits.........................................................28 5.10. Environmental Matters.................................................................29 5.11. Taxes.................................................................................30 5.12. Intellectual Property.................................................................31 5.13. Brokers and Finders...................................................................33 5.14. Accounting and Tax Matters............................................................33 5.15. Labor Matters.........................................................................34 5.16. Title to Property.....................................................................34 5.17. Material Contracts....................................................................34 5.18. Parent Employment Arrangements........................................................35 ARTICLE VI COVENANTS.................................................................................35 6.1. Interim Operations of the Company.....................................................35 6.2. Interim Operations of Parent..........................................................37 6.3. Interim Operations of Merger Subsidiary...............................................38 6.4. Acquisition Proposals.................................................................38 6.5. Information Supplied..................................................................39 6.6. Stockholders Meetings.................................................................40 6.7. Filings; Other Actions; Notification..................................................41 6.8. Taxation and Accounting...............................................................42 6.9. Access................................................................................42 6.10. Affiliates............................................................................43 6.11. Publicity.............................................................................44 6.12. Benefits..............................................................................44 6.13. Expenses..............................................................................46 6.14. Indemnification; Directors' and Officers' Insurance...................................46 6.15. Other Actions by the Company and Parent...............................................48 6.16 Board of Directors....................................................................49 ARTICLE VII CONDITIONS...............................................................................49 7.1. Conditions to Each Party's Obligation to Effect the Merger............................49 7.2. Conditions to Obligations of Parent and Merger Subsidiary.............................50 7.3. Conditions to Obligation of the Company...............................................51 ARTICLE VIII TERMINATION.............................................................................52 8.1. Termination by Mutual Consent.........................................................52 {/TABLE}
-ii-
{PAGE} 4
{TABLE} {S} {C} 8.2. Termination by Either Parent or the Company...........................................52 8.3. Termination by the Company............................................................53 8.4. Termination by Parent.................................................................53 8.5. Effect of Termination and Abandonment.................................................54 ARTICLE IX MISCELLANEOUS AND GENERAL.................................................................55 9.1. Survival..............................................................................55 9.2. Modification or Amendment.............................................................56 9.3. Waiver of Conditions..................................................................56 9.4. Counterparts..........................................................................56 9.5. Governing Law; Waiver of Jury Trial...................................................56 9.6. Notices...............................................................................57 9.7. Entire Agreement; No Other Representations............................................58 9.8. No Third Party Beneficiaries..........................................................58 9.9. Severability..........................................................................58 9.10. Interpretation........................................................................58 9.11. Assignment............................................................................59 9.12. Definitions...........................................................................59 {/TABLE}
-iii- {PAGE} 5
AGREEMENT AND PLAN OF MERGER ----------------------------
THIS AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"), dated as of May 29, 2000 among Guilford Pharmaceuticals Inc., a Delaware corporation (the "Company"), Gliatech Inc., a Delaware corporation ("Parent"), and St. John Development Corp., a Delaware corporation ("Merger Subsidiary").
RECITALS --------
WHEREAS, the respective boards of directors of each of Parent, the Company, and the Merger Subsidiary, have adopted this Agreement and determined that the merger of the Merger Subsidiary with and into the Company (the "Merger") upon the terms and subject to the conditions set forth in this Agreement is advisable and have approved the Merger;
WHEREAS, in order to induce Parent and Merger Subsidiary to enter into this Agreement, concurrently herewith certain officers and each of the directors of the Company are entering into stockholder agreements with Parent (the "Stockholder Agreements"), pursuant to which, among other things, each such person agrees to vote as a stockholder in favor of this Agreement and the Merger and against any competing proposals;
WHEREAS, it is intended that, for federal income tax purposes, the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code");
WHEREAS, for financial accounting purposes, it is intended that the Merger shall be accounted for as a "pooling-of-interests;" and
WHEREAS, the Company, Parent and Merger Subsidiary desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.
NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:
{PAGE} 6
ARTICLE I THE MERGER
1.1. THE MERGER.
Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3) the Merger Subsidiary shall be merged with and into the Company and the separate corporate existence of the Merger Subsidiary shall thereupon cease. The Company shall be the surviving company in the Merger (sometimes hereinafter referred to as the "Surviving Company"), and the separate legal existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. The Merger shall have the effects specified in the Delaware General Corporation Law, as amended (the "DGCL").
1.2. CLOSING.
The closing of the Merger (the "Closing") shall take place (i) at the offices of Hogan & Hartson LLP, 111 South Calvert Street, Baltimore, Maryland 21202 at 9:00 A.M. not later than the second business day after the day on which the last to be fulfilled or waived of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) shall be satisfied or waived in accordance with this Agreement or (ii) at such other place and time and/or on such other date as the Company and Parent may agree (the "Closing Date").
1.3. EFFECTIVE TIME.
As soon as practicable following the Closing, the Company, Merger Subsidiary and Parent will cause a Certificate of Merger (the "Certificate of Merger") to be executed, acknowledged and filed with and accepted for record by the Delaware Secretary of State (the "Secretary") as provided in Section 251 of the DGCL. The Merger shall become effective at the time the Certificate of Merger is filed with the Secretary or at such later time agreed by the Company and Parent and established under the Certificate of Merger, not to exceed 30 days after the Certificate of Merger is filed with the Secretary (the "Effective Time").
-2- {PAGE} 7
ARTICLE II THE SURVIVING COMPANY
2.1. CERTIFICATE OF INCORPORATION.
The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation (the "Certificate of Incorporation") of the Surviving Company, provided that immediately after the Effective Time the Certificate of Incorporation shall be amended to read in its entirety like the certificate of incorporation of the Merger Subsidiary as in effect immediately prior to the Effective Time, except that Article 1. of such certificate of incorporation shall be amended in its entirety to read as follows: "The name of the corporation is Gliatech Inc. (the "Corporation")."
2.2. BY-LAWS.
The by-laws of Merger Subsidiary in effect at the Effective Time, shall be adopted as the by-laws of the Surviving Company (the "By-Laws"), until thereafter amended as provided therein or by applicable law.
2.3. BOARD OF DIRECTORS.
The Board of Directors of Merger Subsidiary at the Effective Time shall, from and after the Effective Time, be the Board of Directors of the Surviving Company until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and the By-Laws.
ARTICLE III CONVERSION OF SHARES
3.1. EFFECT ON STOCK.
At the Effective Time, as a result of the Merger and without any action on the part of the holder of any stock of the Company:
(a) MERGER CONSIDERATION. Each share of Common Stock, $0.01 par value per share, of the Company ("Company Common Stock") (each a "Share" or, collectively, the "Shares") issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled pursuant to Section 3.1(b) hereof) shall be converted into, and become exchangeable for the right to receive consideration (the "Merger Consideration"), consisting of 1.38 shares (the "Exchange Ratio") of Common Stock, $0.01 par value per share, of Parent (the "Parent Common Stock") (including any related Rights issued pursuant to the Rights Agreement (the "Parent Rights Agreement") dated September 26,
-3- {PAGE} 8
1995, as amended, between Parent and American Stock Transfer and Trust Company).
At the Effective Time, all Shares shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each certificate (a "Certificate") formerly representing any of such Shares shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares pursuant to SECTION 3.2(e), if any, and any distribution or dividend pursuant to SECTION 3.2(c).
(b) CANCELLATION OF SHARES. Each Share issued and outstanding immediately prior to the Effective Time and owned by Parent or owned by the Company or any direct or indirect Subsidiary of the Company (in each case other than Shares that are owned on behalf of third parties), shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding and shall be canceled and retired without payment of any consideration therefor.
(c) MERGER SUBSIDIARY. At the Effective Time, each share of common stock of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Company.
3.2. EXCHANGE OF CERTIFICATES FOR SHARES.
(a) EXCHANGE AGENT. Not later than the Effective Time, Parent shall deposit, or shall cause to be deposited, with American Stock Transfer & Trust Co. or another entity selected by Parent prior to the Effective Time with the Company's approval, which shall not be unreasonably withheld (the "Exchange Agent"), for the benefit of the holders of Shares, certificates representing the shares of Parent Common Stock and, after the Effective Time, if applicable, any
305777
|
Amgen
As referenced in this Agreement and Plan of Merger:
Amgen Inc – s Directors Option Plan, and
agreements with consultants (the "Parent Stock Plans"), up to 700,000 shares
issuable under outstanding warrants held by Amgen Inc ., and 300,000 shares of
Parent Preferred Stock subject to issuance pursuant to the Parent Rights
Agreement and other commitments to issue _____________
dt 281831
;
Gliatech
As referenced in this Agreement and Plan of Merger:
GLIATECH INC – 2
{FILENAME}0002.txt
{DESCRIPTION}EXHIBIT 2.1
{TEXT}
{PAGE} 1
EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
among
GUILFORD PHARMACEUTICALS INC.,
GLIATECH INC .
and
ST. JOHN DEVELOPMENT CORP.
Dated as of May 29, 2000
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{S} {C}
ARTICLE _____________
Gliatech Inc – AND PLAN OF MERGER (hereinafter called this
"Agreement"), dated as of May 29, 2000 among Guilford Pharmaceuticals Inc., a
Delaware corporation (the "Company"), Gliatech Inc ., a Delaware corporation
("Parent"), and St. John Development Corp., a Delaware corporation ("Merger
Subsidiary").
RECITALS
--------
WHEREAS, the respective boards of directors of _____________
Gliatech Inc – Article 1. of such
certificate of incorporation shall be amended in its entirety to read as
follows: "The name of the corporation is Gliatech Inc . (the "Corporation")."
2.2. BY-LAWS.
The by-laws of Merger Subsidiary in effect at the Effective
Time, shall be adopted as _____________
Gliatech Inc – Michael J. Silver
Hogan & Hartson L.L.P.
111 South Calvert Street
Baltimore, Maryland 21202
Fax: (410) 539-6981
if to the Company:
Gliatech Inc .
23420 Commerce Park Road
Cleveland, Ohio 44122
Attention: Chief Financial Officer
Fax: (216) 831-4220
Copy (which shall not constitute notice) to:
_____________
GLIATECH INC – above.
GUILFORD PHARMACEUTICALS INC.
By: /s/ Craig R. Smith, M.D.
-------------------------
Name: Craig R. Smith, M.D.
Title: President and Chief Executive Officer
GLIATECH INC .
By: /s/ Thomas O. Oesterling
-------------------------
Name: Thomas O. Oesterling, Ph.D.
Title: President and Chief Executive Officer
ST. JOHN DEVELOPMENT CORP.
By: / _____________
dt 279284
;
Guilford Pharma
As referenced in this Agreement and Plan of Merger:
GUILFORD PHARMACEUTICALS – 2.1
{SEQUENCE}2
{FILENAME}0002.txt
{DESCRIPTION}EXHIBIT 2.1
{TEXT}
{PAGE} 1
EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
among
GUILFORD PHARMACEUTICALS INC.,
GLIATECH INC.
and
ST. JOHN DEVELOPMENT CORP.
Dated as of May 29, 2000
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{S} { _____________
Guilford Pharmaceuticals – 5
AGREEMENT AND PLAN OF MERGER
----------------------------
THIS AGREEMENT AND PLAN OF MERGER (hereinafter called this
"Agreement"), dated as of May 29, 2000 among Guilford Pharmaceuticals Inc., a
Delaware corporation (the "Company"), Gliatech Inc., a Delaware corporation
("Parent"), and St. John Development Corp., a Delaware corporation ("Merger
Subsidiary").
RECITALS
--------
_____________
Guilford Pharmaceuticals – personally or sent by registered or certified mail, postage prepaid, by
overnight courier delivery, or by facsimile:
if to Parent or Merger Subsidiary:
Guilford Pharmaceuticals Inc.
6611 Tributary Street
Baltimore, Maryland 21224
Attention: General Counsel
Fax (410) 631-6338
Copy (which shall not constitute notice) to:
Michael J. _____________
GUILFORD PHARMACEUTICALS – Agreement has been duly executed and
delivered by the duly authorized officers of the parties hereto as of the date
first written above.
GUILFORD PHARMACEUTICALS INC.
By: /s/ Craig R. Smith, M.D.
-------------------------
Name: Craig R. Smith, M.D.
Title: President and Chief Executive Officer
GLIATECH INC.
By: / _____________
dt 283139
;
|
First Union
As referenced in this Agreement and Plan of Merger:
First Union National Bank – with such suit, together with interest from the
date of termination of this Agreement on the amounts owed at the prime rate of
First Union National Bank of Maryland in effect from time to time during such
period plus two percent.
ARTICLE IX
MISCELLANEOUS AND GENERAL
9.1. SURVIVAL.
This _____________
dt 281875
;
Hogan & Hartson
As referenced in this Agreement and Plan of Merger:
Hogan & Hartson – Law, as amended (the "DGCL").
1.2. CLOSING.
The closing of the Merger (the "Closing") shall take place (i)
at the offices of Hogan & Hartson LLP, 111 South Calvert Street, Baltimore,
Maryland 21202 at 9:00 A.M. not later than the second business day after the day
_____________
Hogan &
Hartson – by an executive
officer of the Company to such effect.
- 50 -
{PAGE} 55
(d) TAX OPINION. Parent shall have received the opinion of Hogan &
Hartson L.L.P., counsel to Parent, dated the Closing Date, to the effect that
the Merger will be treated as a reorganization within _____________
Hogan & Hartson – the Company will
be a party to that reorganization within the meaning of Section 368(b) of the
Code. In rendering such opinion, Hogan & Hartson L.L.P. shall require delivery
of and rely upon representation letters delivered by Parent, Merger Subsidiary
and the Company in customary form.
( _____________
Hogan & Hartson – 6611 Tributary Street
Baltimore, Maryland 21224
Attention: General Counsel
Fax (410) 631-6338
Copy (which shall not constitute notice) to:
Michael J. Silver
Hogan & Hartson L.L.P.
111 South Calvert Street
Baltimore, Maryland 21202
Fax: (410) 539-6981
if to the Company:
Gliatech Inc.
23420 Commerce Park _____________
dt 282142
;
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 | 2004 | |
Amgen
As referenced in this Agreement and Plan of Merger:
AMGEN INC – 1 3 dex21.htm AGREEMENT AND PLAN OF MERGER
Table of Contents
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
AMGEN INC .,
ARROW ACQUISITION, LLC
AND
TULARIK INC.
DATED AS OF MARCH 28, 2004
Table of Contents
TABLE OF CONTENTS
ARTICLE 1 The Merger
_____________
AMGEN INC – Matters Certificate
90
iii
Table of Contents
AGREEMENT AND PLAN OF MERGER, dated as of March 28, 2004 (this Agreement), by and among AMGEN INC ., a Delaware corporation (Parent), ARROW ACQUISITION, LLC, a Delaware limited liability company wholly-owned by Parent (Merger Sub), and TULARIK INC., a _____________
Amgen Inc – 31, 2004 and shall be replaced by the date that is sixty (60) days after the termination date of the Merger Agreement between Amgen Inc ., a Delaware Corporation, Arrow Acquisition, LLC, a Delaware limited liability company and wholly-owned subsidiary of Amgen Inc. and Tularik Inc., a _____________
Amgen Inc – of the Merger Agreement between Amgen Inc., a Delaware Corporation, Arrow Acquisition, LLC, a Delaware limited liability company and wholly-owned subsidiary of Amgen Inc . and Tularik Inc., a Delaware corporation and the Per Share Market Value in such Section 1.3(a) shall mean Seventeen Dollars ($ _____________
Amgen Inc – Day if transmitted by national overnight courier, in each case as follows:
(a) If to Parent or Merger Sub, addressed to it at:
Amgen Inc .
One Amgen Center Drive
Thousand Oaks, California 91320-1799
Facsimile: (805) 499-8011
Attn: Corporate Secretary
with a copy to:
Latham & _____________
dt 699061
;
Citibank
As referenced in this Agreement and Plan of Merger:
Citibank, N.A. – the Termination Fee from the date such payment was required to be made until the date of payment at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made.
64
Table of Contents
(f) All Payments, All payments under _____________
dt 638753
;
Tularik
As referenced in this Agreement and Plan of Merger:
TULARIK – 2.1 3 dex21.htm AGREEMENT AND PLAN OF MERGER
Table of Contents
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
AMGEN INC.,
ARROW ACQUISITION, LLC
AND
TULARIK INC.
DATED AS OF MARCH 28, 2004
Table of Contents
TABLE OF CONTENTS
ARTICLE 1 The Merger
1
1.1
The Merger
1
1.2
Closing
2
1.3
Effect _____________
TULARIK – of March 28, 2004 (this Agreement), by and among AMGEN INC., a Delaware corporation (Parent), ARROW ACQUISITION, LLC, a Delaware limited liability company wholly-owned by Parent (Merger Sub), and TULARIK INC., a Delaware corporation (the Company).
WHEREAS, the respective Boards of Directors of Parent and the Company have approved and declared advisable this Agreement and the merger of the Company _____________
Tularik – of purchase rights under the ESPP outstanding as of such date, (v) 104,747 shares of Company Common Stock were issuable (and such shares were reserved for issuance) under the Tularik Salary Savings Plan and (vi) no shares of Common Stock were held in the treasury of the Company. No shares of Company Preferred Stock are issued or outstanding.
(b) The _____________
Tularik – individually or $1,000,000 in the aggregate; provided that, neither the Company nor any Company Subsidiary may make any capital expenditure related to (i) the purchase of equipment for Tularik Limited, a United Kingdom corporation, (ii) the Companys genomics programs, studies or operations, (iii) automated compound inventory system, (iv) Berthold up-grades, (v) CRF imaging equipment or (vi) development pharmaceutical _____________
Tularik – after the termination date of the Merger Agreement between Amgen Inc., a Delaware Corporation, Arrow Acquisition, LLC, a Delaware limited liability company and wholly-owned subsidiary of Amgen Inc. and Tularik Inc., a Delaware corporation and the Per Share Market Value in such Section 1.3(a) shall mean Seventeen Dollars ($17.00).
6.16 Insurance Policies. The Company agrees to _____________
dt 1388434
;
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Nasdaq Stock Market Inc.
As referenced in this Agreement and Plan of Merger:
NASDAQ Stock Market, Inc – such Act (the Sarbanes-Oxley Act) or the Exchange Act and (B) the applicable listing and corporate governance rules and regulations of The NASDAQ Stock Market, Inc .s National Market. Except as disclosed in the Company SEC Filings, there are no outstanding loans made by the Company or any _____________
dt 687495
;
Wells Fargo Bank
As referenced in this Agreement and Plan of Merger:
Wells Fargo Bank Minnesota, N.A. – otherwise, the associated preferred share purchase rights issued pursuant to the Rights Agreement dated as of December 11, 2002 between the Company and Wells Fargo Bank Minnesota, N.A. , as Rights Agent, as amended (the Company Rights Agreement).
2.2 Exchange of Certificates.
(a) Exchange Agent. As of the Effective Time, _____________
dt 647093
;
Cooley Godward
As referenced in this Agreement and Plan of Merger:
Cooley Godward – the Company has delivered to Parent a true and complete copy of all agreements between the Company and the Company Financial Advisor or Cooley Godward LLP pursuant to which such firms would be entitled to any payment relating to the Merger.
3.26 Sarbanes-Oxley Act. The _____________
Cooley Godward – any additional tax opinion required to be delivered in connection with the Registration Statement) and for the Company to obtain the opinion of Cooley Godward LLP described in Section 7.3(c) (and any additional tax opinion required to be delivered in connection with the Registration Statement). _____________
Cooley Godward – with the Registration Statement). In connection therewith, both Parent (together with Merger Sub) and the Company shall deliver to Latham & Watkins LLP and Cooley Godward LLP representation letters, dated and executed as of the dates of such opinions, in substantially the form attached to this Agreement as _____________
Cooley Godward – officer of Parent, signed on behalf of Parent, to that effect.
(c) Company Tax Opinion. The Company shall have received the opinion of Cooley Godward LLP dated the date of the Effective Time, to the effect that, for federal income tax purposes, the Merger will qualify as _____________
Cooley Godward – tax purposes, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, Cooley Godward LLP shall receive and rely upon representations contained in letters of Parent and the Company to be delivered as of the Effective _____________
dt 626739
|
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Full Doc
 | 2004 |
Agreement and Plan of Merger
Agreement and Plan of Merger (305K)
Doc #351992: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
AMGEN INC.,
ARROW ACQUISITION, LLC
AND
TULARIK INC.
DATED AS OF MARCH 28, 2004
TABLE OF CONTENTS
ARTICLE 1 The Merger
1
1.1
The Merger
1
1.2
Closing
2
1.3
Effect of the Merger
2
1.4
Certificate of Formation; Limited Liability Company Operating Agreement
. . .
351992
|
Amgen
As referenced in this Agreement and Plan of Merger:
AMGEN INC – 3 dex21.htm AGREEMENT AND PLAN OF MERGER DATED MARCH 28, 2004
EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
AMGEN INC .,
ARROW ACQUISITION, LLC
AND
TULARIK INC.
DATED AS OF MARCH 28, 2004
TABLE OF CONTENTS
ARTICLE 1 The Merger
1
1.1
_____________
AMGEN INC – Exhibit C
Company Tax Matters Certificate
iii
AGREEMENT AND PLAN OF MERGER, dated as of March 28, 2004 (this Agreement), by and among AMGEN INC ., a Delaware corporation (Parent), ARROW ACQUISITION, LLC, a Delaware limited liability company wholly-owned by Parent (Merger Sub), and TULARIK INC., a _____________
Amgen Inc – 31, 2004 and shall be replaced by the date that is sixty (60) days after the termination date of the Merger Agreement between Amgen Inc ., a Delaware Corporation, Arrow Acquisition, LLC, a Delaware limited liability company and wholly-owned subsidiary of Amgen Inc. and Tularik Inc., a _____________
Amgen Inc – of the Merger Agreement between Amgen Inc., a Delaware Corporation, Arrow Acquisition, LLC, a Delaware limited liability company and wholly-owned subsidiary of Amgen Inc . and Tularik Inc., a Delaware corporation and the Per Share Market Value in such Section 1.3(a) shall mean Seventeen Dollars ($ _____________
Amgen Inc – Day if transmitted by national overnight courier, in each case as follows:
(a) If to Parent or Merger Sub, addressed to it at:
Amgen Inc .
One Amgen Center Drive
Thousand Oaks, California 91320-1799
Facsimile: (805) 499-8011
Attn: Corporate Secretary
with a copy to:
Latham & _____________
dt 714374
;
Citibank
As referenced in this Agreement and Plan of Merger:
Citibank, N.A. – together with interest on the amount of the Termination Fee from the date such payment was required to be made until the date of payment at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made.
64
(f) All Payments. All payments under Section 8.2 shall be made by wire transfer of _____________
dt 738004
;
Tularik
As referenced in this Agreement and Plan of Merger:
TULARIK – OF MERGER DATED MARCH 28, 2004
EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
AMGEN INC.,
ARROW ACQUISITION, LLC
AND
TULARIK INC.
DATED AS OF MARCH 28, 2004
TABLE OF CONTENTS
ARTICLE 1 The Merger
1
1.1
The Merger
1
1.2
Closing
_____________
TULARIK – and among AMGEN INC., a Delaware corporation (Parent), ARROW ACQUISITION, LLC, a Delaware limited liability company wholly-owned by Parent (Merger Sub), and TULARIK INC., a Delaware corporation (the Company).
WHEREAS, the respective Boards of Directors of Parent and the Company have approved and declared advisable this _____________
Tularik – as of such date, (v) 104,747 shares of Company Common Stock were issuable (and such shares were reserved for issuance) under the Tularik Salary Savings Plan and (vi) no shares of Common Stock were held in the treasury of the Company. No shares of Company Preferred _____________
Tularik – aggregate; provided that, neither the Company nor any Company Subsidiary may make any capital expenditure related to (i) the purchase of equipment for Tularik Limited, a United Kingdom corporation, (ii) the Companys genomics programs, studies or operations, (iii) automated compound inventory system, (iv) Berthold up-grades, (v) _____________
Tularik – Agreement between Amgen Inc., a Delaware Corporation, Arrow Acquisition, LLC, a Delaware limited liability company and wholly-owned subsidiary of Amgen Inc. and Tularik Inc., a Delaware corporation and the Per Share Market Value in such Section 1.3(a) shall mean Seventeen Dollars ($17.00).
6. _____________
dt 715873
;
|
Nasdaq Stock Market Inc.
As referenced in this Agreement and Plan of Merger:
NASDAQ Stock Market, Inc – the related rules and regulations promulgated under such Act (the Sarbanes-Oxley Act) or the Exchange Act and (B) the applicable listing and corporate governance rules and regulations of The NASDAQ Stock Market, Inc .s National Market. Except as disclosed in the Company SEC Filings, there are no outstanding loans made by the Company or any Company Subsidiary to any executive officer (as _____________
dt 748036
;
Wells Fargo Bank
As referenced in this Agreement and Plan of Merger:
Wells Fargo Bank Minnesota, N.A. – Stock shall include, unless the context requires otherwise, the associated preferred share purchase rights issued pursuant to the Rights Agreement dated as of December 11, 2002 between the Company and Wells Fargo Bank Minnesota, N.A. , as Rights Agent, as amended (the Company Rights Agreement).
2.2 Exchange of Certificates.
(a) Exchange Agent. As of the Effective Time, Parent shall deposit, or shall cause to _____________
dt 752955
|