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16 January 2007
Progen buys back PI-88 royalty obligation from Medigen
Brisbane, Australia and Taipei, Taiwan, 16 January 2007.
Progen Industries Limited (ASX: PGL, NASDAQ: PGLA) and Medigen Biotechnology
Corporation (Medigen) today announced they have agreed terms to conclude
the Agreement of Strategic Alliance (Strategic Alliance) between the two
companies.
The Strategic Alliance,
which was signed in May 2000, required Medigen to undertake and complete
certain clinical trials of PI-88. On completion of these PI-88 clinical
trials, Medigen was entitled to a 15% royalty on PI-88 proceeds of commercialisation
received by Progen. Both parties have agreed to end the Strategic Alliance
to allow Progen to develop and commercialise PI-88 as rapidly as possible
and with maximum flexibility.
The removal of the 15% royalty obligation to Medigen means Progen now
retains a much larger portion of PI-88’s proceeds of commercialisation
which significantly increases the value of PI-88 to the Company as it
completes the final stages of clinical development.
In return, Medigen will benefit through an increased equity position in
Progen and the potential to earn future milestone payments, demonstrating
the confidence Medigen has in the future of PI-88. Additionally, the cancellation
of Progen’s shareholding in Medigen and the removal of an associated
anti-dilution clause will provide Medigen with future capital raising
alternatives including a potential Initial Public Offering.
Key terms:
- The parties agree to end the Strategic Alliance and therefore:
o Medigen has no further obligations to conduct additional clinical
trials of PI-88 following the completion of the current Phase II HCC
trial;
o Medigen foregoes its right to earn a 15% royalty on PI-88 proceeds
of commercialisation received by Progen; and
In consideration
for Medigen agreeing to end the Strategic Alliance and to compensate Medigen
for its contribution to the development of PI-88, Progen has agreed to:
- Return to Medigen the 19.9% equity it holds in Medigen;
- Issue 500,000 Progen ordinary shares to Medigen on execution of the
agreement. Medigen are not able to sell these shares until they complete
a clinical milestone in relation to the current PI-88 Phase II HCC Trial;
- Pay Medigen $A300,000 on execution of the agreement;
- Issue a further 732,600 Progen ordinary shares and pay $A2M in cash
or shares, at Progen's discretion, to Medigen on Medigen completing
two clinical milestones in relation to the current PI-88 Phase II HCC
Trial;
- Pay Medigen up to $A4M on PI-88 achieving specified clinical and commercial
milestones; and
- Issue 1,000,000 options to Medigen upon Medigen providing to Progen
the HCC Phase II Trial Final Study Report. These options have an exercise
price calculated on the 60 business day average closing Progen share
price at the time the Final Study Report is provided to Progen, and
have a two year term.
Dr Stanley Chang and his alternate, Mr Eugene Cheng, will resign from
Progen’s Board and Progen’s two representatives will resign
from Medigen’s Board.
Mr Justus Homburg, Progen’s Chief Executive Officer commented: “We
believe this is an excellent opportunity to create a win-win scenario
for both companies and create the greatest flexibility for PI-88 to be
developed and commercially exploited.”
Mr Stephen Chang, Progen’s Executive Chairman added: “The
alliance between the two companies has formed an important foundation
for the development of PI-88. Medigen has played a central role in our
clinical trial program, particularly in the liver cancer trial, the largest
PI-88 Phase II trial that has been conducted, which involved 172 patients.”
“The Progen Board extends its gratitude to Dr Chang and Mr Cheng
for their contribution to the Company as Directors. Their commitment to
PI-88’s development in liver cancer has been critical to our current
ability to proceed as rapidly as possible towards commencing a Phase 3
trial of PI-88 in liver cancer”, Mr Chang said.
Medigen’s Chief Executive Officer, Dr Stanley Chang commented: “The
alliance was struck in 2000 and at that time it was never envisaged that
Progen would develop PI-88 beyond the completion of Phase II. We are delighted
to have been involved in the development of PI-88 particularly the HCC
Phase II study, and agreed to end the Alliance so that PI-88 has the best
chance of success. Our continuing confidence in PI-88 is reflected in
our strong desire to hold Progen equity and to agree to future milestone
payments that are based on PI-88’s success.”
Further
information:
About Progen:
Progen Industries Limited is an Australian based globally focused biotechnology
company committed to the discovery, development and commercialisation
of small molecule pharmaceuticals for the treatment of cancer and other
serious diseases.
Progen's three key areas of
focus are:
- Clinical Development - via a focused clinical
trial programme involving its two compounds PI-88 and PI-166.
- Drug Discovery - projects focusing on the development
of potent, selective inhibitors of carbohydrate-protein interactions,
which are implicated in many disease processes.
- Manufacturing Services – PI-88 manufacturing
development and supply for the clinical program and contract manufacturing
services.
About Medigen:
Medigen Biotechnology Corporation is a Taiwanese company dedicated to
the research, development and commercialization of new therapies and innovative
technologies. Medigen’s scientific scope is oncology, immunology
and complimentary alternative medicine which are derived from the Company’s
R&D team’s innovative proprietary Nucleic Acid Testing (NAT)
Platform and clinical trial expertise.
Medigen’s key areas
of focus are:
- Clinical Development – with emphasis on new
therapeutics of diseases of Asian significance
- NAT Platform – HLA and other NAT detecting/diagnosing
kits including design, development, manufacturing and commercialisation.
Keywords -
Progen, Medigen, liver cancer, HCC, hepatocellular carcinoma, PI-88, Justus
Homburg, Stanley Chang
Web links to selected
recent news and other information about Progen:
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