Cephalon to acquire Gemin X Pharmaceuticals

Cephalon, Inc. (Nasdaq: CEPH) announced today that it has signed a definitive merger agreement under which it will acquire all of the outstanding capital stock of Gemin X Pharmaceuticals, Inc., a privately-held biopharmaceutical company developing first-in-class cancer therapeutics, for $225 million cash on a cash-free, debt-free basis. Gemin X stockholders could also receive up to $300 million in cash payments upon the achievement of certain regulatory and sales milestones. There are no royalty obligations to Gemin X stockholders.  The agreement is subject to customary closing conditions including the receipt of necessary regulatory approvals.

Gemin X is developing a pipeline of targeted cancer therapeutics based on reinitiating programmed forms of cell death, including apoptotic and autophagic cell death, and based on the inhibition of metabolism in cancerous cells. Gemin X's lead product candidate, obatoclax (GX15-070), is a pan Bcl-2 inhibitor with particular potency for the dominant protein Mcl-1 and is currently completing a randomized, controlled, Phase 2b clinical trial in more than 160 patients with extensive stage small cell lung cancer (ES-SCLC). The trial is evaluating the safety and efficacy of obatoclax as a first line treatment in combination with standard chemotherapy. Enrollment in the trial was completed in November 2009 and full data have been submitted for presentation at upcoming scientific meetings.

In addition to ES-SCLC, preclinical and clinical activity has also been observed for obatoclax as both a single agent, and in combination with standard therapies, across a wide range of cancer indications.  In addition to obatoclax, Gemin X has several targeted programs in development, including teglarinad (GMX1777), a Phase 1/2 novel inhibitor of NAD+ synthesis, and a preclinical telomere capping program.

"I am pleased to have entered into a merger agreement with Gemin X," said Kevin Buchi, CEO of Cephalon.  "Its array of novel, targeted cancer therapeutics is a welcome addition to our current oncology portfolio. I am particularly excited about Gemin X's lead compound, obatoclax, which if successful has the potential to significantly benefit patients suffering from small cell lung cancer – a devastating disease for which current treatments are limited and additional therapies are desperately needed."

"Gemin X and our investors have been very excited by the promise and potential of our obatoclax program in patients with extensive stage small cell lung cancer, a condition for which there has been no change in the standard of care for 25 years. The management team of Gemin X, as well as our investors, believes that Cephalon has the history of innovation and the proven expertise to continue the advancement of obatoclax and realize the potential of our full pipeline of targeted cancer therapies. I'd like to recognize the contributions of the Gemin X management team, employees and our committed, experienced lead investors, Caxton Advantage and Sanderling Ventures, for their expertise guiding us through to this successful outcome," said Peter R. Dolan, Chairman and Chief Executive Officer of Gemin X. "This acquisition not only returns value to Gemin X's shareholders, but most importantly it enables the rapid and efficient advancement of an innovative program in an indication where cancer patients desperately need safe and effective treatments."

The merger is expected to close in the second quarter of 2011, after which Gemin X will become a wholly-owned subsidiary of Cephalon.  

Deutsche Bank Securities Inc. acted as financial advisor and Ballard Spahr LLP acted as legal counsel to Cephalon in this transaction.  Citi acted as financial advisor and Cooley LLP acted as legal counsel to Gemin X.