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DARA BioSciences Announces Proposed Acquisition Agreement With Midatech Pharma PLC, a UK Based Specialty Pharmaceutical Company

On June 4, 2015 DARA BioSciences reported that it has signed a Merger Agreement with Midatech Pharma PLC (AIM: MTPH), an international specialty pharmaceutical company located in Oxford, UK with a diversified portfolio of high-value products in development (Press release, Dara Biosciences, JUN 4, 2015, View Source [SID:1234505228]).

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DARA has entered into a proposed acquisition agreement with Midatech whereby each share of DARA will be converted into the right to receive (i) 0.272 Ordinary Shares of Midatech, subject to certain adjustments described in more detail below, and (ii) one Contingent Value Right ("CVR"). All Midatech Ordinary Shares will be delivered to the holders of DARA Common Stock in the form of American Depositary Receipts ("ADRs"). Based on the current price of Midatech, each DARA share will be converted into ADRs with a value equivalent to approximately $1.20 per DARA share. The ADRs will be listed on NASDAQ. Current DARA stockholders are expected to own approximately 16% of Midatech after the closing of the transaction. Each CVR will represent the right to additional contingent cash payments in the event that certain sales milestones with respect to DARA’s products Gelclair and Oravig are met. A maximum aggregate value of $5.7 million in cash may become due and payable to the CVR holders in 2017 and 2018 upon attainment of the defined sales thresholds in 2016 and 2017, respectively.

"The opportunity for DARA to provide a commercial arm to Midatech in the United States is truly exciting for both companies. The agreement with Midatech provides DARA with the opportunity to maximize and expand DARA’s commercial portfolio based on the depth of resources that are now available within the combined company" stated Christopher G. Clement, President and CEO of DARA BioSciences. "We are pleased to have a partner who understands the value of our strategy and positioning in oncology supportive care as well as the significance of our established commercial U.S. team. We are pleased to become part of Midatech and believe there is significant value in their portfolio of therapeutic products combined with our marketed products." Clement concluded.

Commenting on the announcement, Midatech’s Chief Executive Officer, Dr. Jim Phillips, said: "The acquisition of DARA provides Midatech with access to an impressive portfolio of products and a fast-growth revenue stream in our target therapeutic area of oncology. The acquisition also provides us with a commercial footprint from which we can launch our own products and thus retain more value. I am pleased to be delivering such scale and growth catalysts to our stockholders as defined in the strategy at the time of our IPO in December. I look forward to working with our expanded team as we welcome DARA staff to Midatech."

Key Transaction Terms

Pursuant to the terms of an acquisition agreement and plan of merger subject to the laws of the State of Delaware (the "Acquisition Agreement"), unanimously approved by each party’s Board of Directors, each share of DARA issued and held as at the date immediately prior to the Acquisition becoming effective will be converted into the right to receive: (i) the equivalent of 0.272 new shares of Midatech (subject to certain adjustments described in more detail below); and (ii) one CVR.

Subject to potential adjustment as described below, it is expected that Midatech will issue approximately 5.4 million new ordinary shares of 0.005 pence each in the share capital of Midatech ("Ordinary Shares") via ADRs and current DARA shareholders will own approximately 16 per cent of the enlarged group following completion of the Acquisition. This represents approximately $1.20 per DARA share, a premium of 50.8% over the DARA closing price of $0.796 per share on June 3, 2015 and a premium of 59.8% over the last 15 day volume weighted average DARA closing price of $0.751 per share.

Each DARA shareholder will receive one CVR per share of DARA common stock held, representing a right to additional contingent cash payments in the event that certain sales milestones with respect to DARA products Gelclair and Oravig are met in 2016 and 2017. A maximum aggregate value of $5.7 million in cash will become due and payable to the CVR holders if such milestones are met, and which shall be financed from the profits of DARA in respect of such sales.

The share exchange ratio is subject to adjustment based on the volume-weighted average price of Midatech’s common stock on the AIM Market of the London Stock Exchange ("AIM") over the 15 trading day period ending on the business day immediately prior to the Acquisition becoming effective. The exchange ratio is subject to an implied acquisition price range of $1.08 to $1.32 per DARA share and will be adjusted for movements outside this range, subject to a maximum exchange ratio of 0.306 and a minimum of 0.249.

Application is expected to be made in due course to the London Stock Exchange for new Ordinary Shares in respect of the Acquisition to be admitted to trading on AIM and which are to be issued to DARA shareholders by means of the issue of a proportionate number of ADRs expected to be admitted to trading on the NASDAQ Stock Market LLC trading platform ("NASDAQ"). The new Ordinary Shares will rank pari passu with the existing Ordinary Shares. Existing DARA warrants will continue to be exercisable per their terms and will receive Midatech ADRs and a CVR, if and when exercised.

The Acquisition is subject to customary closing conditions including, among other things, approval of the transaction by stockholders of DARA and the listing of Midatech’s ADRs on NASDAQ. The Acquisition is expected to close in the third or fourth quarter of 2015.

Celgene Announces New Data to be Presented at European League Against Rheumatism Annual Congress

On June 3, 2015 Celgene International Sàrl, a wholly-owned subsidiary of Celgene Corporation (NASDAQ:CELG), reported that data from 11 abstracts (two oral presentations, six poster presentations and three published in The Abstract Book) evaluating Celgene investigational and marketed products will be presented at the European League Against Rheumatism (EULAR) Annual Congress in Rome, Italy, June 10 – 13, 2015 (Press release, Celgene, JUN 3, 2015, View Source [SID:1234512521]). The data will include the latest research findings on Otezla (apremilast), the Company’s oral, selective inhibitor of phosphodiesterase 4 (PDE4), in psoriatic arthritis and plaque psoriasis, as well as CC-220, an investigational immunomodulatory compound for systemic lupus erythematosus (lupus).

Among the data presented will be long-term (104-week) results from Celgene’s PALACE program, including pooled results of three phase III trials (PALACE 1, 2 and 3) assessing the effects of OTEZLA on two distinct manifestations of psoriatic arthritis – enthesitis (inflammation at sites where tendons or ligaments insert into bone) and dactylitis (inflammation of an entire digit). Additional analyses of PALACE trials will evaluate long-term safety and efficacy of OTEZLA in patients with active psoriatic arthritis, as well as the impact of OTEZLA on work productivity and physical function in these patients.

Data will also be presented on the effect of CC-220 on blood cell levels of Ikaros and Aiolos – transcription factors that, when mutated, are associated with an increased risk of systemic lupus erythematosus. The presentation will include phase I data on the impact of CC-220 on the immune response in healthy volunteers. Additional preclinical studies on CC-220 in lupus will be presented.

"We are excited about the presentation of these new long-term data of OTEZLA in psoriatic arthritis at EULAR. Additionally, data presented on our investigational compound CC-220 provide one example of the depth of Celgene’s clinical trial programs in other serious inflammatory diseases with high unmet medical need, including lupus," said Scott Smith, President, Celgene Inflammation & Immunology. "We remain committed to further developing our new and existing therapies to provide innovative treatment options for patients living with painful, debilitating chronic immune conditions."

Celgene will also host a variety of educational programs during the Congress on the unmet needs of patients with psoriatic arthritis, including a symposium for healthcare professionals as well as programs for patient/professional advocacy organizations and media.

The following abstracts will be presented at EULAR as an exchange of scientific and clinical information (all times, CEST):

OTEZLA (apremilast) Abstracts at a Glance

Oral Presentation 3594; Friday, June 12, 10:30 AM – 12:00 PM
Apremilast, an Oral Phosphodiesterase 4 Inhibitor, is Associated with Long-Term (104-Week) Improvements in Enthesitis and Dactylitis in Patients with Psoriatic Arthritis: Pooled Results from Three Phase III Randomized, Controlled Trials; Dafna Gladman, MD
Location: Hall 3, 10:45 AM – 10:55 AM

Poster Number 1113; Poster Tour Presentation Thursday, June 11, 12:05 PM – 1:45 PM
Apremilast, an Oral Phosphodiesterase 4 Inhibitor: Improvements in Nail and Scalp Psoriasis and Psoriasis Area and Severity Index in Patients with Moderate to Severe Plaque Psoriasis (ESTEEM 1 and 2); Kim Papp, MD
Poster Tour Presentation location and time: Hall 5, 12:05 PM

Poster Number 2907; Poster Display Thursday, June 11, 8:00 AM – 5:30 PM
Long-Term (104-Week) Efficacy and Safety Profile of Apremilast, an Oral Phosphodiesterase 4 Inhibitor, in Patients with Psoriatic Arthritis: Results from a Phase III, Randomised, Controlled Trial and Open-Label Extension (PALACE 1); Arthur Kavanaugh, MD
Poster Tour Presentation location and time: Hall 5, 12:00 PM – 1:45 PM

Poster Number 2889; Poster Tour Presentation Thursday, June 11, 12:05 PM – 1:45 PM
Disease Activity and Safety During Long-Term (104-Week) Treatment with Apremilast, an Oral Phosphodiesterase 4 Inhibitor, in Patients with Psoriatic Arthritis: Results from a Phase III, Randomized, Controlled Trial and Open-Label Extension (PALACE 3); Christopher Edwards, MD
Poster Tour Presentation location and time: Hall 5, 12:05 PM

Poster Number 2986; Poster Tour Presentation Saturday, June 13, 10:20 AM – 12:00 PM
Long-Term (104-Week) Efficacy and Safety of Apremilast Monotherapy in DMARD-Naïve Patients with Psoriatic Arthritis: A Phase III, Randomized, Controlled Trial and Open-Label Extension (PALACE 4); Alvin Wells, MD
Poster Tour Presentation location and time: Hall 5, 11:20 AM

Poster Number 3582; Poster Display Thursday, June 11, 8:00 AM – 5:30 PM
Long-Term (104-Week) Safety Profile of Apremilast, an Oral Phosphodiesterase 4 Inhibitor, in Patients with Psoriatic Arthritis: Pooled Safety Analysis of Three Phase III, Randomized, Controlled Trials; Philip Mease, MD
Poster Tour Presentation location and time: Hall 5, 12:00 PM – 1:45 PM

Poster Number 3590; Poster Display Saturday, June 13, 8:15 AM – 2:00 PM
Long-Term Work Productivity Improvement Associated with Apremilast, an Oral Phosphodiesterase 4 Inhibitor, in Patients with Psoriatic Arthritis: Pooled Analysis of Three Phase III Studies; Frank Zhang, MD
Poster Tour Presentation location and time: Hall 5, 10:15 AM – 12:00 PM

Publication Number 4114
Long-Term Impact of Apremilast on Physical Function in Patients with Psoriatic Arthritis Using the HAQ-DI Assessment; Frank Zhang, MD

CC-220 Abstracts at a Glance
Oral Presentation 3498; Thursday, June 11, 10:30 AM – 12:00 PM
The CRL4CRBN E3 Ubiquitin Ligase Modulator CC-220 Induces Degradation of the Transcription Factors Aiolos and Ikaros: Immunomodulation in Healthy Volunteers and Relevance to Systemic Lupus Erythematosus; Peter Schafer, Ph.D.
Oral Presentation location and time: Hall 8 – Room 8A, 11:35 AM (preliminary)

Publication Number 3187
B-Cell Proliferation and Plasmablast Generation from Naïve and Memory B Cells are Differentially Regulated by Baff, Il-21, and Cd40l and Inhibited by the Systemic Lupus Erythematosus Drug Candidate CC-220; Yumi Nakayama, MD

Publication Number 3487
Effects of CC-220, a CRL4CRBN E3 Ubiquitin Ligase Modulator, on Immune Responses; Ying Ye, Ph.D.

4SC presents final results from Phase I AEGIS trial as well as rationale for daily dosing scheme of 4SC-205 cancer compound at ASCO

On June 3, 2015 4SC AG (Frankfurt, Prime Standard: VSC), a discovery and development company of targeted small molecule drugs for cancer and autoimmune diseases, reported that it published clinical data on safety, pharmacokinetics and efficacy for the 4SC-205 cancer compound at the annual meeting of the American Society of Clinical Oncology (ASCO) (Free ASCO Whitepaper) in Chicago (Press release, 4SC, JUN 3, 2015, View Source [SID:1234506550]). The data has been obtained from the clinical Phase I AEGIS trial examining 4SC-205 in various dosing schemes in 59 patients with advanced solid tumours. 4SC-205 inhibits specifically the human kinesin spindle protein Eg5 (Kif 11), which has been shown to play a crucial role in mitosis (cell division) and, therefore, in tumour growth. To 4SC’s knowledge, 4SC-205 is the only orally available Eg5 inhibitor in clinical development worldwide. The ASCO (Free ASCO Whitepaper) poster can be downloaded from the 4SC website at View Source

Since the Eg5 target molecule is present in the cell only during mitosis, and since mitoses in humans – in contrast to preclinical models – are very rare events of limited duration (approx. 30 minutes per mitosis), it is necessary to ensure continuous exposure of 4SC-205. This means that potentially efficacious and tolerable levels of the compound must be permanently available in patients in order to become effective immediately as soon as mitosis occurs.

Conducted at two study centres in Germany, the first-in-man, open-label AEGIS dose escalation and dose-schedule finding study investigated the oral administration of 4SC-205 in patients with advanced solid tumours. Initially, the compound was tested in a conventional, intermittent dosing scheme (consisting of higher single doses and longer breaks between treatments). Given its oral availability and its mechanism of action as a potential inhibitor of mitosis (cell division), 4SC-205 was subsequently examined in a daily (continuous) dosing scheme consisting of smaller single daily doses without breaks between treatments. The objective of the study was to evaluate safety, tolerability and pharmacokinetics, and to determine a recommended Phase II dose. The trial ended when treatment of the last patient was completed in the first quarter of 2015.

The data in detail: Good profiles of safety and tolerability, linear pharmacokinetic parameters, 20 mg daily dose of 4SC-205 recommended as Phase II dose

– A comprehensive safety and tolerability profile of 4SC-205 was established. Specifically, no peripheral neuropathies were observed. This side effect is typically observed in connection with conventional chemotherapeutic agents such as taxanes. This means that the approach of a targeted, anti-mitotic therapy, during which these side effects should not occur, was confirmed.

– The main side effects were neutropenia in the intermittent dosing scheme. At a daily dose of 20 mg the neutropenia development was well manageable.

– The oral compound demonstrated very good linear pharmacokinetic parameters, which is an ideal prerequisite for daily dosage.

– A pharmacodynamic biomarker is regulated in a dose-dependent manner, even at a low daily dose.

– The daily dose of 20 mg is recommended as the dose for further Phase II development of the compound. This dose was safe and well-tolerated by patients and furthermore demonstrated initial signs of clinical efficacy.

– An additional, positive result of the daily dose of 20 mg of 4SC-205 was the median time on treatment of 162 days, thus being four times longer than the time on treatment seen in the intermittent treatment regime (42 days). Moreover, 67% of patients in the 20 mg daily cohort showed disease stabilisation for more than 100 days.

Enno Spillner, CEO of 4SC AG, commented: "We are pleased with the successful completion of the AEGIS trial. 4SC-205 very specifically inhibits an interesting therapeutic target in anti-cancer treatment, the Eg5 protein, which plays an important role in cell mitosis and tumour growth. Since 4SC-205 is orally available, we were able to evaluate this compound as the first of its kind in a clinically promising continuous dosing scheme. In this process we identified a safe and potentially effective dose for possible future Phase II trials. We are currently reviewing scenarios of further clinical development and will intensify discussions with clinical experts and potential academic and industry partners."

Details of ASCO (Free ASCO Whitepaper) poster presentation

View Source
Abstract No. 2528
Poster Title: Overcoming the proliferation rate paradox: Clinical evaluation of a continuous dosing scheme of the novel oral Eg5 inhibitor 4SC-205.
Time/Location: 30 May 2015, 8:00-11:30am, CDT, McCormick Place: S Hall A, Board #244
Poster Session: Developmental Therapeutics – Clinical Pharmacology and Experimental Therapeutics
Sub-Category: Cell Cycle and Checkpoints
Authors: Klaus B. Mross, Dirk Scharr, Heike Richly, Sebastian Bauer, Babett Krauss, Rolf Krauss, Bernhard Hauns, Tanja Prenzel, Hella Kohlhof, Roland Baumgartner, Max E. Scheulen;
Klinik für Tumorbiologie, Freiburg, Germany; Department of Medical Oncology, West German Cancer Center, University Hospital Essen, Germany; University Clinic Essen, Germany; 4SC AG, Planegg-Martinsried, Germany; Innere Universitaetsklinik und Poliklinik, Essen, Germany

About 4SC-205

4SC-205 is a specific small molecule inhibitor of the human kinesin spindle protein Eg5 which is of crucial importance for cell division (mitosis). Eg5 interacts with microtubules, a component of the cellular mitosis machinery, and mediates the segregation of the two spindle poles resulting in the correct distribution of the chromosomes to the daughter cells. Inhibition of Eg5 leads to cell cycle arrest in mitosis und subsequent programmed cell death (apoptosis). Mitosis is the fundamental process leading to cell division and tissue growth. The mitotic spindle apparatus has been for decades a primary target for the development of anti-mitotic agents such as the taxanes and vinca alkaloids which are broadly used in cancer therapies as single chemotherapeutic agents or in combination. In preclinical tests 4SC-205 has proven to be a particularly effective inhibitor of tumour cell proliferation of various cancer origins, both in vitro and in vivo.

AVEO Announces Receipt of European Regulatory Guidance Regarding Potential Marketing Authorization Application for Tivozanib

On June 3, 2015 AVEO Oncology reported that, following pre-submission advisory meetings to discuss the potential submission of a Marketing Authorization Application (MAA) for tivozanib in Europe for the treatment of renal cell carcinoma (RCC), it has received written confirmation of support from the Rapporteur and co-Rapporteur for the filing of such an application (Press release, AVEO, JUN 3, 2015, View Source;p=RssLanding&cat=news&id=2056290 [SID:1234505227]). The Rapporteur (from Portugal) and Co-Rapporteur (from the United Kingdom) are the two appointed members of the Committee for Medicinal Products for Human Use (CHMP) who would lead the evaluation of the MAA, if submitted.

The application would be based on the Company’s existing dataset, which includes results from the Phase 3 TIVO-1 study of tivozanib in the first-line treatment of RCC in which tivozanib demonstrated a significant improvement over sorafenib in the study’s primary endpoint of progression free survival. At the advisory meetings, AVEO provided data demonstrating that the discordance in overall survival (OS), the secondary endpoint of the study, was very likely attributable to the crossover design of the study. The final meeting minutes reflect that the Rapporteurs "did not see a ‘blocking issue’ with the OS trend" and that AVEO "clearly presented a credible story for the Rapporteurs to assess but one which would need to be supported with very careful reasoning." AVEO was also reminded that the Rapporteurs "cannot advise on [the] final outcome of the review."

"We are pleased that both the Rapporteur and Co-Rapporteur were supportive of an MAA filing for tivozanib in RCC using TIVO-1 as the pivotal study," said Michael Bailey, president and chief executive officer of AVEO. "We believe tivozanib may provide an important addition to the clinical armamentarium in the treatment of this disease. Based on our assessment of the economic and infrastructure requirements associated with filing an MAA and subsequently launching tivozanib in Europe, we are evaluating partnership opportunities to take tivozanib forward in this important market as we continue to prepare for a filing."

Varian Establishes Local Entity in Saudi Arabia to Support Expansion in Middle East

On June 3, 2015 Varian Medical Systems reported Varian Medical Systems is expanding in the Middle East with the creation of a strategic operating entity in Saudi Arabia. Varian Medical Systems Arabia, the result of a joint venture with El Seif Development Group, was officially launched today at a ceremony attended by local dignitaries and Varian’s chief executive officer Dow Wilson (Press release, InfiMed, JUN 3, 2015, View Source [SID:1234505221]).

"This move represents the next step in our commitment both to cancer patients and the medical community in Saudi Arabia," said Dow Wilson. "Radiotherapy plays a vital and cost effective role in treating cancer and we are committed to making more advanced treatment systems available to more patients across the region."

Varian Medical Systems Arabia will be home to 35 sales, service and administrative employees supporting Varian’s three business segments: Oncology Systems, Imaging Components and Particle Therapy. Varian has also established a spare parts depot in Riyadh.

"We look forward to supporting the ministry of health in Saudi Arabia as well as with the other healthcare service providers in the military sector, independent organizations and private hospitals," said Mazyad Al Utaibi, managing director of VMS Arabia. "Our expertise, experience, strengths and capabilities ensure we are well placed to continue offering our partners the latest technology and local service to fight cancer and help save lives."

Varian is the leading provider of radiotherapy systems to Saudi hospitals. The first Varian linear accelerator was installed in Saudi Arabia over 30 years ago and the company now has 22 systems operating across the country. Varian was also selected to equip the Middle East’s first proton therapy center, which is under construction at King Fahad Medical City in Riyadh.