Pfizer to Invest $25 Million in Monogram
2006年5月8日 - 10:00PM
PRニュース・ワイアー (英語)
Collaboration to Secure Worldwide Availability of Monogram's
Co-Receptor Tropism Assay SOUTH SAN FRANCISCO, Calif., May 8
/PRNewswire-FirstCall/ -- Monogram Biosciences, Inc. (NASDAQ:MGRM)
today announced that Pfizer, Inc (NYSE:PFE) has agreed to invest
$25 million in Monogram and has entered into a worldwide
non-exclusive collaboration agreement for Monogram's Co-Receptor
Tropism Assay. Under the terms of the agreements, Pfizer will
invest $25 million in Monogram through a 3% Senior Secured
Convertible Note, payable in May 2010. The investment, which is
subject to customary closing conditions, is expected to close this
month. Separately today, Pfizer and Monogram jointly announced the
signing of a Collaboration Agreement in order to make Monogram's
Co-Receptor Tropism Assay available for patient use on a global
basis. The Co-Receptor Tropism Assay has been utilized in HIV/AIDS
clinical trials for Pfizer's investigational CCR5 inhibitor drug
candidate, maraviroc. "Monogram and Pfizer have had an outstanding
business relationship for a number of years," said William D.
Young, Monogram CEO. "In 2002, Pfizer made an equity investment in
Monogram and since that time, we have provided sophisticated
molecular diagnostic testing services and scientific assistance in
the area of HIV drug resistance for many of Pfizer's HIV programs,
including the ongoing Phase III maraviroc clinical development
program. We are now delighted to be significantly extending that
relationship through Pfizer's investment of additional capital and
through a collaboration to make our Co-Receptor Tropism Assay
available globally. "Pfizer's $25 million investment is expected to
provide significantly greater financial flexibility to Monogram,"
said Alfred G. Merriweather, Monogram's Chief Financial Officer.
"At the end of the first quarter of 2006, we had $67 million in
cash and investments. On a proforma basis, including the
anticipated proceeds of Pfizer's investment, these cash resources
would be $92 million. This strengthening of our balance sheet gives
us enhanced flexibility to address our business and financial
opportunities and to facilitate Monogram's continued growth and
development." Convertible Note Financing Pfizer will invest $25
million in Monogram through a Senior Secured Convertible Note. The
note will bear interest at 3%, payable quarterly in cash, or at
Monogram's option, in Monogram Common Stock, subject to certain
limitations. The Note will be issued on May 19, 2006, subject to
the satisfaction of customary closing conditions, and will be due
on May 19, 2010, unless converted earlier. The Note will be
convertible at Pfizer's option into Monogram Common Stock at a
conversion price, which shall be initially set at a 20% premium to
the average closing price of Monogram Common Stock during a
specified period prior to the issuance of the Note. Monogram is
obligated to file a registration statement for the estimated number
of shares of Common Stock underlying the Note within thirty days of
issuance of the Note. After this registration statement is
effective, the Note will automatically convert at any time should
the closing price of Monogram's Common Stock be greater than 150%
of the conversion price for twenty out of thirty consecutive
trading days. The Note will be secured by all assets related to
Monogram's HIV testing business, will be subject to certain
covenants by Monogram and will be senior in right of payment to all
existing and future indebtedness, subject to certain limited
exceptions. Collaboration Agreement The collaboration agreement is
for the period through December 31, 2009 and is renewable by Pfizer
for five successive one-year terms. Under the agreement, Pfizer and
Monogram will collaborate to make Monogram's Co-Receptor Tropism
Assay available globally. Monogram will take the lead in
commercialization of the Co-Receptor Tropism Assay in the United
States and Pfizer will take the lead internationally. About
Monogram Monogram is advancing individualized medicine by
discovering, developing and marketing innovative products to guide
and improve treatment of serious infectious diseases and cancer.
The Company's products are designed to help doctors optimize
treatment regimens for their patients that lead to better outcomes
and reduced costs. The Company's technology is also being used by
numerous biopharmaceutical companies to develop new and improved
antiviral therapeutics and vaccines as well as targeted cancer
therapeutics. More information about the Company and its technology
can be found on its web site at http://www.monogrambio.com/ .
Forward Looking Statements Certain statements in this press release
are forward-looking. These forward-looking statements include
references to activities expected to occur in connection with the
Collaboration Agreement between Monogram and Pfizer, Pfizer's
expected investment in Monogram and the expected impact of that
investment. These forward looking statements are subject to risks
and uncertainties and other factors, which may cause actual results
to differ materially from the anticipated results or other
expectations expressed in such forward-looking statements. These
risks and uncertainties include, but are not limited to: risks
related to the implementation of the Collaboration Agreement
between Monogram and Pfizer; the risk that Pfizer's investment in
Monogram may not be completed when expected, or at all; risks and
uncertainties relating to the performance of our products; the
growth in revenues; the size, timing and success or failure of any
clinical trials for CCR5 inhibitors, entry inhibitors or integrase
inhibitors; the use of our Co-receptor Tropism assay for patient
use in the event of approval of any CCR5 inhibitors; our ability to
successfully conduct clinical studies and the results obtained from
those studies; whether larger confirmatory clinical studies will
confirm the results of initial studies; our ability to establish
reliable, high-volume operations at commercially reasonable costs;
expected reliance on a few customers for the majority of our
revenues; the annual renewal of certain customer agreements; actual
market acceptance of our products and adoption of our technological
approach and products by pharmaceutical and biotechnology
companies; our estimate of the size of our markets; our estimates
of the levels of demand for our products; the impact of
competition; the timing and ultimate size of pharmaceutical company
clinical trials; seasonal effects on revenue due to holiday periods
which often affect the first and third quarters; whether payors
will authorize reimbursement for our products and services; whether
the FDA or any other agency will decide to further regulate our
products or services; whether we will encounter problems or delays
in automating our processes; the ultimate validity and
enforceability of our patent applications and patents; the possible
infringement of the intellectual property of others; whether
licenses to third party technology will be available; whether we
are able to build brand loyalty and expand revenues; the potential
impact of cash and or stock payments by us on the Contingent Value
Rights issued to former stockholders of ACLARA; and whether we will
be able to raise sufficient capital in the future, if required. For
a discussion of other factors that may cause our actual events to
differ from those projected, please refer to our most recent annual
report on Form 10-K and quarterly reports on Form 10-Q, as well as
other subsequent filings with the Securities and Exchange
Commission. We do not undertake, and specifically disclaim any
obligation, to revise any forward-looking statements to reflect the
occurrence of anticipated or unanticipated events or circumstances
after the date of such statements. Contacts: Alfred G. Merriweather
Jeremiah Hall Chief Financial Officer Feinstein Kean Healthcare
Tel: 650 624 4576 Tel: 415 677 2700 amerriweather@ jeremiah.hall@
monogrambio.com fkhealth.com DATASOURCE: Monogram Biosciences, Inc.
CONTACT: Alfred G. Merriweather, Chief Financial Officer of
Monogram Biosciences, Inc., +1-650-624-4576, ; or Jeremiah Hall of
Feinstein Kean Healthcare, +1-415-677-2700, Web site:
http://www.monogrambio.com/
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