Celsion has completed the acquisition of EGEN, including its Phase Ib product candidate EGEN-001 and therapeutic platform technologies, TheraPlas, TheraSilence, and RAST.
Under the terms of the agreement, Celsion’s wholly owned subsidiary CLSN Laboratories has acquired all assets and assumed certain specified liabilities of EGEN.
At the acquisition closing, Celsion issued $8.5m worth of common stock, paid approximately $3m in cash to EGEN, and holds back $2.1m worth of common stock until 2 August 2016 for expense adjustment and certain indemnification claims of Celsion.
In addition to the upfront payment, more than $30m in future milestone obligations are payable to EGEN if Celsion successfully completes certain clinical developments and licensing.
According to Celsion, combining the two firms will create a fully integrated, oncology-focused research and development company with a multi-phase clinical pipeline, platform technologies for the discovery of novel, nucleic acid-based immunotherapies and other anti-cancer DNA/RNA therapies, and expertise from bench to bedside.
EGEN’s EGEN-001 is an IL-12 plasmid immunotherapy encased in a nanoparticle delivery system and is currently in Phase Ib ovarian cancer studies.
The company’s multiple therapeutic platform technologies include TheraPlas for delivery of DNA and mRNA, TheraSilence for RNA delivery, and RAST for cell-enabled expression and secretion of RNA.
The transaction complements Celsion’s ThermoDox, a proprietary heat-activated liposomal encapsulation of doxorubicin. Currently, ThermoDox is in a pivotal, double-blind, placebo-controlled, global Phase III trial (the OPTIMA study) in primary liver cancer.
Cantor Fitzgerald served as financial advisor for Celsion, while Sidley Austin and O’Melveny & Myers as legal counsel for the company in this transaction.