Alnylam Forms new Agreement with Tekmira Related to the Planned Tekmira-Protiva Business Combination
News Mar 31, 2008
Alnylam Pharmaceuticals, Inc. has announced that it has formed a new agreement with Tekmira Pharmaceuticals Corporation related to Tekmira’s planned business combination with Protiva Biotherapeutics, Inc.
Upon the effective date for the Tekmira-Protiva transaction, the new agreement will expand Alnylam’s access to key technology and intellectual property (IP) for the delivery of RNAi therapeutics with liposomal delivery technologies. In addition, Alnylam has agreed to make a $5 million equity investment in Tekmira upon completion of the planned Tekmira-Protiva transaction.
“We have long valued the technologies and know-how of both Tekmira and Protiva and are pleased that this key technology and IP can now reside in one entity. For quite some time, this has been the right answer for the scientific and clinical advancement of RNAi therapeutics,” said Barry Greene, President and Chief Operating Officer of Alnylam. “Our expanded relationship with the new Tekmira significantly broadens our access to key technologies and IP related to systemic delivery of RNAi therapeutics.”
“The business combination between Tekmira and Protiva provides Alnylam with a stronger partner in the delivery of RNAi therapeutics and we will continue to build on the successful relationship we have developed with Alnylam since 2006,” said Timothy M. Ruane, President and Chief Executive Officer of Tekmira.
“The Alnylam investment is a strong endorsement of the new company’s undivided and focused commitment to the delivery of RNAi therapeutics and we look forward to working together with Alnylam to advance products into clinical development,” added Dr. Mark J. Murray, Chairman, President and Chief Executive Officer of Protiva, and President and Chief Executive Officer of Tekmira following completion of the business combination.
As part of the agreement, Alnylam will make an equity investment of $5.0 million in Tekmira at a price of $2.40 per share upon the closing. This investment is representative of Alnylam’s continued commitment to pursuing novel delivery strategies for RNAi therapeutics.
As a result of the new agreement, Alnylam is no longer providing a $5.0 million capital equipment loan to Tekmira. Alnylam maintains its exclusive rights to the Semple (U.S. Patent No. 6,858,225) and Wheeler (U.S. Patent Nos. 5,976,567 and 6,815,432) patents which the company believes are critical for cationic liposomal delivery. Alnylam will also have rights to IP controlled by Protiva prior to the combination and to new IP generated by the combined entity.
In addition, Alnylam is granting to the new company InterfeRx™ licenses to discover, develop, and commercialize RNAi therapeutics towards seven gene targets, a number that includes three previously announced InterfeRx licenses granted to Tekmira as part of its January 2007 agreement. The targets covered by these InterfeRx license grants are subject to Alnylam’s consent and any required consent from third parties.
In return for these licenses, Alnylam may be eligible to receive milestone fees and royalties. Alnylam created the InterfeRx licensing program to grant licenses under its intellectual property to biotechnology and pharmaceutical companies wishing to pursue RNAi therapeutics against specific targets outside Alnylam’s core strategic interests.
Alnylam has retained the option to co-develop and co-commercialize the new company’s PLK1 SNALP program for the treatment of certain cancers, which is one of the seven gene targets for which the new company has received an InterfeRx license.
PLK1 SNALP targets the polo-like kinase 1 gene which has been shown to be involved in the growth of certain types of solid tumors and has been shown in pre-clinical studies to selectively kill cancer cells, while sparing normal healthy cells in the same tissue. Alnylam has the right to exercise its option for this program up until the commencement of Phase II clinical trials.