Cardium Therapeutics Inc. (CXM: News ) said it has agreed to acquire substantially all the business assets of Transdel Pharmaceuticals including a Phase 3 product candidate Ketotransdel for the treatment of musculoskeletal pain.

Cardium would also acquire Transdel's cosmeceutical business rights, which currently include royalty-based licensing arrangements with JH Direct LLC and Jan Marini Skin Research covering the use of Transdel's innovative delivery technology for cosmeceutical products.

Under the asset purchase agreement, Cardium would acquire substantially all of Transdel's business assets for the payment of up to $4.0 million in consideration in the form of unregistered shares of Cardium common stock priced at a minimum of $0.50 per share.

This includes $1.0 million, which would be a contingent value payment to be held in escrow, which would only be released upon successful registration of Ketotransdel by the U.S. FDA within five years of the closing.

Payment would be made in the form of unregistered restricted shares of Cardium common stock priced at $0.50 per share, or if higher, the closing price of Cardium's common stock on the closing date of the transaction.

If the closing price of Cardium's common stock is greater than $0.50 on the closing date of the transaction, then the number of shares to be provided would be reduced to reflect the higher share price.

If the closing price of Cardium's common stock is greater than $0.50 on the date of FDA registration of Ketotransdel for the contingent payment, then the number of shares to be released from escrow would be reduced to reflect the higher share price.

In the event that Transdel accepted an alternative offer and terminated the asset purchase with Cardium, the agreement provides for Transdel to pay Cardium a $500,000 "break-up fee," plus certain expenses and costs.

The business assets would be acquired in connection with a proposed asset purchase under Section 363 of Chapter 11 of the U.S. Bankruptcy Code, and would also include royalty-bearing license agreements for certain cosmeceutical products marketed by third parties that employ Transdel delivery technology.

The completion of the asset acquisition is subject to a number of conditions, including approval of the transaction by the bankruptcy court.

Comments

Search RSS

All rights reserved."