Thursday, June 4, 2009

Angiotech Enters License, Distribution and Supply Agreements for Fibrin and Thrombin Technologies with Haemacure Corporation

Angiotech, a specialty pharmaceutical and medical device company, announced today the completion of a collaboration transaction with Haemacure Corporation (TSX:HAE), a specialty bio-therapeutics company, relating to certain of Haemacure's proprietary fibrin and thrombin technologies, both of which are currently in development.

As part of this collaboration, Angiotech has agreed to provide to Haemacure a senior secured bridge financing facility in the amount of US$2.5 million, with the option for Angiotech to invest an additional US$1 million in the facility.

"Our new collaboration with Haemacure provides Angiotech with access to critically important technology for certain of our surgical product candidates currently in preclinical development," said Dr. William Hunter, President and CEO of Angiotech. "We believe we have assembled the majority of the key components necessary to deliver on the next generation of innovations, adding to our proprietary Quill SRS franchise for our surgical business, and we will provide additional details as we prepare certain of these product candidates for the clinical development and regulatory approval process.The collaboration will consist principally of the following three agreements:
- Fibrin Sealant Distribution Agreement. The parties have entered into a Distribution Agreement whereby Angiotech is granted non-exclusive,world-wide distribution rights to Haemacure's fibrin sealant product candidate in selected surgical indications. The distribution agreement has a term on a country-by-country and product-by-product basis of 10 years from the date Haemacure receives United States Food and Drug Administration (FDA) approval or similar regulatory approval in countries outside of the United States of its fibrin selant, and has an option for Angiotech to renew for an additional five years, subject to certain performance adjustments. Any fibrin sealant product would be marketed and distributed by Angiotech's surgical sales organization upon regulatory approval. Haemacure will be responsible for all clinical development and related costs with respect to fibrin sealant product candidates.
- Drug-Loaded Fibrin Sealant License and Development Agreement. The parties have entered into a License and Development Agreement whereby Haemacure and Angiotech have agreed to jointly develop and commercialize a next generation, drug-loaded fibrin sealant product candidate. Angiotech and Haemacure will collaborate to create novel fibrin sealant technologies that, in addition to the haemastatic properties offered by the fibrin sealant itself, may target the prevention of infection, pain, or delivery of stem cells using Haemacure's fibrin sealant as a carrier of such therapies. The companies will jointly conduct research and clinical development, with each party contributing key personnel, technology and intellectual property. Collaboration costs will be shared based on each company's contribution to the program, and eventual profits will be shared pro-rata based on each company's contribution to collaboration expenses. This term of the agreement will expire on a collaboration product-by-collaboration product basis upon the later of 15 years after the first commercial sale of such collaboration product, and the last-to-expire valid claim applicable to such collaboration product.
- Thrombin Supply Agreement. The parties have entered into an exclusive Supply Agreement whereby Haemacure will supply thrombin to Angiotech for the development of certain Angiotech preclinical product candidates that may require thrombin. The Supply Agreement has a term of 10 years from the first commercial sale of an approved Angiotech product containing thrombin procured from Haemacure, and has an option for Angiotech to renew for an additional five years. The senior secured bridge loan from Angiotech to Haemacure will provide US$2.5 million to Haemacure in multiple drawdowns. The loan will be senior to all of Haemacure's existing and future indebtedness, subject to certain exceptions; will bear interest at an annual rate of 10%, compounded quarterly and have a term of two years. Angiotech may, at its sole discretion, advance during a period of two years up to an additional US$1 million to Haemacure from time to time, in multiple draw-downs, for a total loan of US$3.5 million. The senior secured bridge loan also has certain equity conversion features and rights to board representation, as described in detail in Haemacure's press release dated May 22, 2009

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