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Acquisition of Seragon Could Bring $1.7B

Seragon Pharmaceuticals Inc., a privately held San Diego-based drug developer targeting breast cancer treatment, agreed to be acquired by Genentech, a subsidiary of the Roche Group AG, for $725 million in cash plus future payments that could reach $1 billion if specific milestones are reached, the companies announced.

Switzerland-based Roche Group reported about $20 billion in sales in 2013.

Seragon was spun out last year when Aragon Pharmaceuticals was acquired by Johnson & Johnson (NYSE: JNJ) in August for $650 million and the potential for an additional $350 million if certain milestones were met.

Seragon is developing drugs that treat a cancer called hormone receptor-positive breast cancer. This is typically treated with approved drugs that are designed to block the action at the estrogen receptors or interfere with the body’s production of estrogen.

However, many women receiving these hormonal agents eventually see the disease return or worsen, according to the companies.

Seragon’s leading product, ARN-810, is a next-generation selective estrogen receptor degraders — or SERDs — that is in phase I clinical trials and has yet to be approved by the Federal Drug Administration.

Richard Scheller, Genentech’s executive vice president and head of research and early development, said breast cancer this year will claim the lives of nearly 40,000 women in the United States and that up to half of those women will have a disease that is driven by the estrogen receptor.

“We believe these investigational oral SERDs could one day redefine the standard of care for hormone receptor-positive breast cancer,” Scheller said.

After Aragon was acquired, its founders, led by CEO Richard Heyman, retained control of Seragon to continue working on hormone-driven cancer drugs. Late last year it raised $30 million in Series A financing from a group of previous investors including venBio, Topspin Fund, Aisling Capital, OrbiMed Advisors and the Column Group.

The transaction is expected to close in the third quarter. Once completed, Seragon’s portfolio will be integrated into Genentech research and early development, the companies said.

The closing of the transaction is subject to customary closing conditions and clearances

Wilson Sonsini Goodrich & Rosati served as legal adviser to Seragon Pharmaceuticals in the transaction.

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