Guilford Pharmaceuticals to Acquire ProQuest Pharmaceuticals; Guilford to Obtain Exclusive Worldwide Ownership of AQUAVAN(R) Pro
December 02 2004 - 7:45AM
PR Newswire (US)
Guilford Pharmaceuticals to Acquire ProQuest Pharmaceuticals;
Guilford to Obtain Exclusive Worldwide Ownership of AQUAVAN(R)
Prodrug Technology BALTIMORE, Dec. 2 /PRNewswire-FirstCall/ --
Guilford Pharmaceuticals Inc. (NASDAQ:GLFD) announced today that it
has entered into a definitive merger agreement with ProQuest
Pharmaceuticals, Inc., a privately held biopharmaceutical company
based in Lawrence, Kansas, under which Guilford will acquire
ProQuest for approximately $7.0 million in Guilford common stock.
In exchange, Guilford will obtain full ownership of the worldwide
intellectual property rights to AQUAVAN(R) Injection, a novel
sedative/hypnotic currently in Phase III clinical testing. The
ProQuest acquisition supersedes a technology license agreement
signed between the two companies in March 2000, under which
Guilford obtained worldwide development and commercialization
rights for AQUAVAN(R) in exchange for upfront equity payments to
ProQuest and future milestone and royalty payments payable upon the
commercialization of AQUAVAN(R). Under the terms of the agreement,
which have been approved by the boards of directors of both
companies, shareholders of ProQuest will receive approximately 1.5
million shares of common stock of Guilford. The actual number of
shares of Guilford common stock that ProQuest shareholders will
receive is based on the average closing price of Guilford's common
stock for the 30-day period prior to two days before the
transaction closes. The transaction is expected to be completed
later in December 2004, and is intended to qualify as a tax-free
reorganization under applicable tax laws. "We believe that
AQUAVAN(R) has significant commercial potential," remarked Dean J.
Mitchell, newly appointed President and Chief Executive Officer of
Guilford. "The acquisition of ProQuest therefore represents an
important final step in securing Guilford's rights to this drug on
a global basis." Mitchell further commented, "We expect initially
to seek regulatory approval for AQUAVAN(R) for procedural sedation
in brief diagnostic and therapeutic procedures, which represents a
large and growing market opportunity. In the United States alone
there are currently more than 50 million such procedures requiring
sedation each year, a number which is expected to increase as the
population ages and advancements in medical technology continue to
shift a greater number of procedures into the outpatient setting."
"The Guilford team has done a superb job in the development of
AQUAVAN(R)," commented Osborne S. Wong, Ph.D., President of
ProQuest. "In less than four years Guilford has taken AQUAVAN(R)
from preclinical development into late-stage clinical testing. We
continue to be impressed by this achievement and have great
confidence in the Company's management team and the potential
commercial success of this product." About AQUAVAN(R) Injection
AQUAVAN(R) Injection is a novel sedation agent that is a
proprietary water-soluble prodrug of propofol. AQUAVAN(R) Injection
is rapidly converted by an enzyme in the body called alkaline
phosphatase into propofol after intravenous injection. AQUAVAN(R)
Injection is currently in Phase III clinical development. About
Guilford Guilford Pharmaceuticals Inc. is a pharmaceutical company
engaged in the research, development and commercialization of
proprietary drugs that target the hospital and neurology markets.
Presently, Guilford markets two commercial products, GLIADEL(R)
Wafer (polifeprosan 20 with carmustine implant), for the treatment
of certain types of brain tumor in combination with radiation and
surgery, and AGGRASTAT(R) Injection (tirofiban hydrochloride), a
glycoprotein GP IIb/IIIa receptor antagonist, for the treatment of
acute coronary syndrome (ACS). Guilford's product pipeline includes
AQUAVAN(R) Injection, an investigational sedative/anesthetic drug,
and drugs for treating peripheral nerve injury. For full
prescribing information, please visit http://www.guilfordpharm.com/
under Products / Marketed Products. This press release contains
forward-looking statements that involve risks and uncertainties,
including those described in the section entitled "Risk Factors"
contained in the Company's Quarterly Report on Form 10-Q filed with
the SEC on November 8, 2004, that could cause the Company's actual
results and experience to differ materially from anticipated
results and expectations expressed in these forward-looking
statements. Among other things, there can be no assurance that the
Phase III clinical program for AQUAVAN(R) will be successful, that
the product candidate will receive regulatory approval from the
FDA, or that if the product candidate is approved, the Company will
be able to successfully commercialize the product candidate.
CONTACT: Stacey Jurchison, Guilford Pharmaceuticals,
+1-410-631-5022, . DATASOURCE: Guilford Pharmaceuticals Inc.
CONTACT: Stacey Jurchison, Guilford Pharmaceuticals,
+1-410-631-5022, Web site: http://www.guilfordpharm.com/ Company
News On-Call: http://www.prnewswire.com/comp/112882.html
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