Azaya is engaged in the development of more effective cancer treatments through its novel nanotechnology platform.
The company’s patented Protein Stabilized Liposomes platform enables for high-dose delivery of potent cytotoxics with potentially lower side effects.
Under the terms of the deal, at closing, Cytori will issue $2m of its common stock and be responsible for about $2m of Azaya’s trade payables.
As part of the deal, which must be approved by Azaya's shareholders, Cytori will be obligated to make additional future payments of up to $16.25m to the San Antonio company based on several milestones.
The deal also includes conditional payments of up to $150m. Specifically, Cytori will make royalty payments to Azaya, based on product revenue, not exceed $100m.
Cytori has agreed to pay Azaya certain license, sale and other transfer fees up to $50m. It has also agreed to enter into a five-year lease for Azaya’s San Antonio manufacturing and development facility.
Cytori president and CEO Marc Hedrick said: “Azaya’s technology and intellectual property present an exciting opportunity to marry Cytori’s cell therapy technology, which is currently in late-stage clinical trials, to a clinically proven and patented off-the-shelf pharmaceutical delivery system directly applicable to regenerative medicine.
“In addition, the Acquisition allows Cytori to cost-effectively expand our clinical pipeline with two promising oncology drugs that potentially have sizable, near-term, global licensing and revenue opportunities.”
Azaya’s two nanoparticle drugs have so far demonstrated better results in their respective clinical programs.