Sangamo BioSciences to Acquire Ceregene

Sangamo BioSciences has agreed to acquire Ceregene, a privately held biotechnology company focused on developing adeno-associated virus (AAV) gene therapies.

Under the terms of the agreement Sangamo will issue to the stockholders of Ceregene 100,000 shares of Sangamo's common stock, which represents less than 0.2% of Sangamo's total shares outstanding.  In addition, Sangamo has agreed to make contingent earn-out payments to the stockholders of Ceregene based upon revenues generated from license or sales transaction of certain existing products of Ceregene. The acquisition is expected to close in September 2013, subject to customary closing conditions.

Sangamo will receive over 120 issued, pending or in-licensed patents that include patent families covering the AAV vector platform and manufacturing methods, therapeutic transgenes, and technology for direct administration of AAV to the brain.  Sangamo will also have access to GMP master cell banks, materials and manufacturing know-how that will expand its capabilities in AAV manufacturing as well as a database of preclinical efficacy and toxicology studies and other documentation supporting Ceregene's Investigational New Drug (IND) applications. 

These materials provide reference materials for Sangamo in the preparation and filing of IND applications for its in vivo ZFP Therapeutics, particularly those that target the brain. ZFP Therapeutics is the proprietary name for the company's DNA-binding proteins known as zinc finger DNA-binding proteins (ZFPs).  Engineering of ZFPs that recognize a specific DNA sequence enables the creation of sequence-specific ZFP nucleases for gene modification and ZFP transcription factors that can control gene expression and, consequently, cell function. Sangamo has entered into a strategic collaboration with Shire to develop therapeutics for hemophilia, Huntington's disease and other monogenic diseases and has established strategic partnerships with companies in non-therapeutic applications of its technology including Sigma-Aldrich.

In addition, Sangamo will acquire all of Ceregene's preclinical and clinical therapeutic programs, the Phase II  trial to evaluate Ceregene's CERE-110 in Alzheimer's disease and the proprietary needle device for brain delivery of AAV with supporting regulatory documentation and clinical experience. CERE-110 is an AAV vector that carries the gene for NGF, a naturally occurring protein that maintains survival of nerve cells in the brain.

Source: Sangamo BioSciences