BioSante, Cell Genesys Sign Merger Agreement

Published: 30-Jun-2009

Merged company to focus on LibiGel, currently in Phase III clinical development

BioSante and Cell Genesys have entered into a merger agreement, under which the companies will merge in an all-stock transaction, with BioSante as the surviving company.

Under the terms of the agreement, Cell Genesys stockholders will receive 0.1615 of a share of BioSante common stock for each share of Cell Genesys common stock they own.

Upon completion of the transaction, BioSante stockholders prior to the merger are expected to own approximately 60.4% of the outstanding shares of the combined company, and the former Cell Genesys stockholders are expected to own 39.6%.

The merged company will focus primarily on LibiGel, BioSante’s testosterone gel in Phase III clinical development, for the treatment of female sexual dysfunction (FSD).

The merged company will seek future development opportunities for Gvax Immunotherapies, including potential combination with BioVant, BioSante’s vaccine adjuvant, as well as possible external collaborations. It will also will seek to outlicense other Cell Genesys technologies.

In addition, the merged company will acquire a 16% equity ownership position in Ceregene, a former subsidiary of Cell Genesys which is developing gene therapies for neurodegenerative disorders.

Stephen Simes, President and CEO, BioSante, said: “This merger allows BioSante to secure additional funding required for the continued Phase III development of LibiGel for FSD and offers the potential to expand our product development portfolio with the addition of Gvax Immunotherapies.”

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