Cypress Bioscience Announces Agreement to Sell Diagnostic Business to Exagen Diagnostics
08 Ottobre 2010 - 11:05PM
Marketwired
Cypress Bioscience, Inc. (NASDAQ: CYPB), a pharmaceutical company
engaged in the development of innovative drugs to treat central
nervous system (CNS) disorders, today announced that it has entered
into an asset purchase agreement under which Exagen Diagnostics,
Inc. will acquire Cypress' diagnostic business for a total of up to
$8 million in upfront and milestone payments, with additional
future payments in the form of royalties on product sales.
The sale of the diagnostics business follows a comprehensive,
formal process Cypress initiated earlier this year related to the
decision to divest these assets by the third quarter of this year.
The Company noted that the sale of the diagnostic business, which
was based on a decision that was made previously and reaffirmed
recently by the Board, is not related to the broad evaluation of
Cypress' strategic alternatives announced on September 28,
2010.
Under the terms of the agreement, Exagen Diagnostics will
purchase the diagnostic business in its entirety, including all
testing services, intellectual property rights and equipment. Under
the terms, Exagen will assume the lease for Cypress' laboratory
operations at the current San Diego, California location and all of
the Cypress laboratory employees will be offered positions with
Exagen.
"We have spent the last several months searching for the
appropriate partner to acquire our diagnostic business and consider
the transaction with Exagen ideal for our stockholders, employees
and patients who will benefit from continued testing and
diagnosis," said Jay D. Kranzler, MD, PhD, Chairman and Chief
Executive Officer of Cypress Bioscience. "Exagen is committed to
marketing our current testing services and moving our platform for
the improved diagnosis and management of Lupus into the commercial
development phase. We believe that this transaction is in the best
interest of Cypress stockholders, and that it maximizes the value
of these assets and delivers the greatest potential value."
Exagen Chairman and CEO, Scott Glenn, said, "The Cypress
products and technology complement our genomic testing platform and
diagnostic panels in the market place today. Cypress has done a
nice job of advancing their diagnostic business to this point and
we look forward to expanding and diversifying our diagnostic
business with this portfolio of products."
Griffin Securities Inc., New York served as financial advisor
and Cooley LLP served as legal advisor to Cypress.
Financial Information
According to the terms of the agreement, Exagen Diagnostics will
pay Cypress a $4 million upfront cash payment, split into two
payments, 24 months apart. In addition, there are potential
milestone payments of up to $4 million. Under the agreement,
Cypress is also eligible to receive a 10% royalty on defined
product sales.
About Exagen Diagnostics
Exagen is the emerging leader in laboratory-discovered and
developed genomic tests specifically designed to provide objective
information to physicians and patients for more accurate, efficient
diagnosis and better disease management. Using Coperna®, the
company's proprietary, algorithm-driven computational tool and
search engine that runs on high performance computational clusters,
it combines the ability to process massive amounts of data
contained in genomic datasets with intelligent, rapid search
methods. Coperna's targeted and precise discovery model has no
conventional equivalent in the molecular diagnostics industry, as
it can identify relevant marker sets with superior sensitivity and
specificity relative to markers identified using traditional
analytical methods. For more information, please visit
www.exagen.com.
About Cypress Bioscience
Cypress Bioscience is a pharmaceutical company dedicated to the
development of innovative drugs targeting large unmet medical needs
for patients suffering from a variety of disorders of the central
nervous system. Since 1999, Cypress has received FDA approvals for
both of the products it brought to the FDA during that period,
including for Prosorba™, a medical device for rheumatoid arthritis,
and Savella® (milnacipran HCl), for fibromyalgia. The Company
focuses on generating stockholder value by reaching clinical
development milestones as quickly and efficiently as possible.
Cypress' development-stage assets include CYP-1020 for cognitive
impairment in schizophrenia, Staccato® nicotine for smoking
cessation and intranasal carbetocin for autism. More information on
Cypress and its products and development assets is available at
http://www.cypressbio.com/.
Forward-Looking Statements
This press release, as well as Cypress' SEC filings and website
at http://www.cypressbio.com, contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements include statements related to milestone
and royalty payments to be received by Cypress, which may or may
not occur, statements related to the potential benefits of the
transaction to Cypress' stockholders, employees and patients,
statements related to Exagen's ability to further develop and
commercialize the assets being acquired and the fit of those assets
with Exagen's diagnostic business, statements related to the extent
to which the transaction values the assets being acquired, and
statements related to the closing of the transaction. Actual
results could vary materially from those described as a result of a
number of factors, including risks involved with the extent to
which Exagen is able to successfully further develop and
commercialize the assets being acquired and achieve the conditions
for milestone and royalty payments and the extent to which the
parties are able to close the transaction and other risks and
uncertainties described in Cypress' most recent Annual Report on
Form 10-K, most recent Quarterly Report on Form 10-Q and any
subsequent SEC filings. You are urged to consider statements that
include the words "may," "will," "would," "could," "should,"
"believes," "potential," "expects," "plans," "anticipates,"
"intends," or the negative of those words or other comparable words
to be uncertain and forward-looking. The statements in this press
release speak only as the date hereof, and neither Cypress nor
Exagen undertakes any obligation to publicly update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
INVESTOR CONTACTS: MacKenzie Partners, Inc. Amy Bilbija / Bob
Marese 650-798-5206 / 212-929-5500 MEDIA CONTACTS: Joele Frank,
Wilkinson Brimmer Katcher Sharon Stern Dara Silverstein
212-355-4449
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