Adventrx Pharmaceuticals, Inc. and SD Pharmaceuticals, Inc. have signed a definitive merger agreement whereby Adventrx will acquire all of the outstanding shares of SD Pharma.
Under the terms of the agreement, Adventrx will issue, and SD Pharma stockholders will receive, approximately 2,100,000 shares of Adventrx common stock. The agreement and plan of merger has been approved by the boards of directors of both companies and by the stockholders of SD Pharma. The closing of the merger is subject to the fulfillment of a number of conditions which the parties currently expect will be satisfied. SD Pharma co-founder, Andrew Chen, will continue to collaborate with Adventrx as a consultant. No other organizational changes for Adventrx will result from the merger agreement, stated a release.
Subject to the closing of the transaction, Adventrx will acquire worldwide intellectual property rights to eight oncology and infectious disease product candidates, including ex-US rights to SDP-012 (ANX-530, vinorelbine emulsion). In October 2005, Adventrx announced it had licensed US development and marketing rights to SDP-012 (ANX-530) from SD Pharma.
Certain product candidates that Adventrx would acquire as a result of the merger are based on a nano-emulsion technology for both soluble and insoluble parenteral drugs. The nano-emulsion technology was developed by Dr. Andrew Chen and is designed to enable the delivery of vein irritating or difficult to dissolve drugs without excipient-induced adverse effects. Many of the product candidates are based on currently approved drugs and may qualify for the 505(b)(2) regulatory process, added the release.
Section 505(b)(2) of the US Food, Drug & Cosmetic Act allows the FDA to approve a follow-on drug on the basis of data in the scientific literature or data used by the FDA in the approval of other drugs. This procedure potentially makes it easier for drug manufacturers to obtain rapid approval of new forms of drugs based on proprietary data of the original drug manufacturer.
Paul J. Marangos, SD Pharma chairman, CEO and co-founder said, "We believe Adventrx is the right company to further develop these product candidates based on their rapid progress with ANX-530 which they licensed from us last year. The SD Pharma portfolio includes sizeable near-term market opportunities with potentially lower development costs associated with 505(b)(2) regulatory paths. In addition, it nicely augments the existing Adventrx oncology and infectious disease pipelines. Development of these compounds will certainly benefit from Adventrx's clinical experience, especially within the field of oncology."