Agennix’ late-stage NSCLC drug and GPC’s financial resources are main drivers.

GPC Biotech and Agennix are proposing to merge their businesses, creating a company focused on oncology. The combined entity will have three candidates in clinical development and will draw from GPC’s financial resources. As of September 30, 2008, GPC Biotech had €39.8 million, or about $49.8.

GPC Biotech also made a €15.9 million, or $20 million, loan to Agennix to support the funding of the clinical development of talactoferrin, Agennix’ Phase III drug. Additionally, during the period prior to closing, GPC Biotech will provide clinical and regulatory support to Agennix under a separate arrangement between the companies.

The lead candidate in the new company’s clinical pipeline will be Agennix’ talactoferrin. It recently entered late-stage trials for non-small-cell lung cancer as a monotherapy in patients who have failed two or more prior regimens and as a first-line combination therapy. The firm will also evaluate GPC Biotech’s satraplatin, initially in prostate cancer, and Phase I RGB-286638.

GPC Biotech’s stock took a major beating in July 2007, when FDA’s advisory committee voted against the approval of satraplatin for prostate cancer. Since then, further investigations have failed to show improved overall survival. The company reports that it is discussing development and registrational strategies with its Japanese partner, Yakult Honsha.

Under the terms of the business combination agreement, GPC Biotech will be merged into a new German company, which will hold all Agennix shares and a cash contribution from dievini Hopp BioTech of €15 million, or $18.7 million. Dievini Hopp is investment company of Dietmar Hopp, one of the largest shareholders of GPC Biotech. Agennix shareholders will own about 48% of the new company, GPC Biotech will own roughly 39.3%, and the rest will belong to dievini Hopp.

GPC Biotech plans to voluntarily delist its American Depositary Shares from the NASDAQ stock exchange. The new firm’s shares will be listed on the Frankfurt Stock Exchange once the merger becomes effective.

The merger is expected to be completed by the end of 2009. The combined entity will initially have three sites: GPC Biotech’s offices in Munich and in Princeton, NJ, and Agennix’ site in Houston. Additionally, Bernd Seizinger, M.D., Ph.D., will step down as CEO but will become a member of the combined entity’s supervisory board.

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