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 LONDON and MOUNTAIN VIEW, Calif., Oct. 29 /PRNewswire/ -- Protein Design Labs, Inc. (PDL) (NASDAQ: PDLI) and Corange Ltd, the Bermuda- based parent company of Boehringer Mannheim and DePuy, jointly announced today that they have entered into agreements pursuant to which Corange will invest up to $75 million in PDL through the purchase of Common Stock of PDL. Under a separate license agreement, Corange will acquire certain marketing rights to several potential drug products being developed by PDL and will make significant payments to PDL. These payments, in the form of signing fees ($10 million), research and development funding ($30 million) and milestone payments, could reach $131 million (excluding royalties), provided PDL achieves the maximum research, clinical, and regulatory milestone payments achievable under the agreement.
 PDL and Corange also agreed to negotiate future agreements under which each company would manufacture and supply to the other certain of these products for use in clinical trials and potential future product sales.
 Corange, with 1992 net sales of $3.2 billion, is the world's second largest producer of in vitro diagnostic products and a growing force in pharmaceuticals. PDL, headquartered in Mountain View, California, is developing human and humanized antibodies and other novel proteins for the prevention and treatment of disease.
 The equity agreement provides that Corange initially will invest $30 million in PDL by purchasing 1.2 million newly issued shares of PDL at $25 per share upon the first closing. After completing this purchase, Corange will own approximately 8.1 percent of PDL on a fully diluted basis.
 The equity agreement also provides that in December 1994, Corange will purchase $45 million of additional newly issued PDL Common Stock at a price of $36.50 per share if the average closing price of PDL's shares during the first 11 months of 1994 is within the range of $20.54 to $26.54. In this event, Corange would own approximately 15.2 percent of PDL in aggregate on a fully diluted basis, based on the number of PDL securities currently outstanding. In the event the average closing price of PDL's shares falls outside of the $20.54-$26.54 range, Corange will pay a 55 percent premium to the average closing price during this 11-month period (with the $45 million investment subject to reduction if necessary to satisfy the limitation that Corange's total ownership of PDL will not exceed 21 percent on a fully diluted basis).
 The licensing agreement provides that Corange will acquire exclusive marketing rights outside North America and Asia to PDL's Human Anti-Cytomegalovirus (CMV) Antibody and to PDL's SMART(TM) Anti-L-Selectin and SMART Anti-CD18 Antibodies, which have potential utility in blocking cell adhesion, an important factor in inflammatory diseases. Corange also will acquire the exclusive right to market PDL's Human Anti-Hepatitis B Antibody outside North America.
 Corange will also obtain North American co-promotion rights and exclusive marketing rights outside of North America for certain new cardiovascular and other products to be developed by PDL. Corange additionally will acquire exclusive, worldwide marketing rights to certain diagnostic antibodies.
 "This alliance is an important component of our plan to strengthen Boehringer Mannheim's therapeutics business worldwide," said Mark McDade, Chief Operating Officer of Corange's therapeutic division. "I am confident that PDL, with support from Corange Ltd, will successfully develop a number of these medically promising compounds."
 "This key alliance marries Corange's tremendous capabilities in pharmaceuticals, diagnostics, antibody manufacturing and marketing with PDL's strength in innovative therapeutics and drug-development technology," said Laurence Jay Korn, Ph.D., President and CEO of PDL. "This agreement is consistent with our plan to market our products in North America while working with a pharmaceutical partner to market abroad and to provide additional resources for clinical development."
 As part of the equity investment, Corange and PDL will also enter into a standstill agreement pursuant to which Corange will not increase its ownership interest in PDL above the percentage it will own after the December 1994 purchase, subject to the occurrence of certain events. In addition, Corange has a right to maintain its percentage ownership interest in the company in the event that the company issues additional shares.
 The equity portion of the transaction is subject to review under the U.S. Hart-Scott-Rodino Antitrust Improvements Act and Omnibus Trade and Competitiveness Acts (Exon-Florio) and other normal closing conditions to sales of equity in private placement transactions. The initial $30 million investment is expected to close by year end. Corange has entered into these agreements through its wholly owned subsidiary Corange International Limited.
 Corange is the parent company of Boehringer Mannheim-Therapeutics, which is in the process of relocating from Mannheim, Germany to the Greenwich, Connecticut area; Boehringer Mannheim-Diagnostics, based in Mannheim; and DePuy Orthopaedics, based in Warsaw, Indiana. Corange employs over 20,000 people worldwide.
 DePuy is the number one supplier of hip and knee replacements in the world; Boehringer Mannheim-Diagnostics enjoys a strong number two position worldwide and is a leader in the supply of biochemicals to research institutions around the world.
 PDL, founded in 1986, has four potential products in clinical trials. They are the Human Anti-CMV Antibody, which is being investigated for CMV retinitis in AIDS patients and other CMV infections; the Human Anti-Hepatitis B Antibody; the SMART Anti-Tac Antibody for graft-versus-host disease, certain leukemias and lymphomas, and organ transplant rejection; and the SMART M195 Antibody for myeloid leukemia. PDL believes its human and computer-designed SMART (humanized) monoclonal antibodies will have a longer half-life and will be less immunogenic than traditional mouse antibodies and therefore will be more useful as human therapeutics. PDL currently has approximately 12.7 million shares outstanding and approximately 13.6 million on a fully diluted basis.
 -0- 10/29/93
 /CONTACT: Charlotte Dexter of Corange London Limited, 44-71-355-1500, or fax, 44-71-409-2371; or Peter Dworkin of Protein Design Labs, 415-903-3721/

CO: Protein Design Labs, Inc.; Corange Ltd. ST: California IN: MTC SU: JVN

TS-PS -- NY007 -- 8351 10/29/93 08:47 EDT
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Publication:PR Newswire
Date:Oct 29, 1993

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