Transgenomic is buying Clinical Data’s genetic and pharmacogenomic testing and biomarker development business for approximately $15.4 million. The transaction will allow Clinical Data to focus its resources solely on therapeutic development.
The up-front payment includes $6 million in cash, a three-year promissory note for $8.5 million bearing a 10% interest, and a second one-year promissory note for $932,000 bearing interest at 6.5%. Both promissory notes will be secured by all Transgenomic’s assets.
Under the terms of the agreement, expected to close this year, Transgenomic will acquire Clinical Data’s Familion brand of genetic tests for inherited heart diseases. It will also take over biomarkers underlying the PGxPredict tests, which can be used to predict drug response, as well as the infrastructure that supports the business.
In addition to the cash and promissory notes to be received by Clinical Data at closing, the company will also share in the collection of accounts receivable to be collected over the first eighteen months after closing, which is estimated to be as high as $1.8 million.
Additionally, Clinical Data will receive milestones of up to $500,000 in cash or in Transgenomic’s stock upon the commercial launch of two pharmacogenomic tests. It is also due royalty payments on the development and commercialization of multiple new diagnostic products that leverage the biomarker patent estate and expertise sold by Clinical Data.
The transaction completes Clinical Data’s transformation into a pharmaceutical company. In April 2009, Clinical Data sold its Cogenics division of genomics services to Beckman Coulter for $17 million.
Clinical Data has three clinical-stage compounds. The most advanced is vilazodone, a treatment for major depressive disorder. Its NDA has been accepted, and its PDUFA date is January 22, 2011.
Next in the pipeline is Stedivaze, a coronary vasodilator in Phase III development for myocardial perfusion imaging. 8066 is in Phase I trials as a therapy for pulmonary arterial hypertension and related disorders.