BioWorld International Correspondent

TopoTarget A/S entered a conditional agreement to acquire Apoxis SA in an all-share deal valued at €14.5 million (US$19.7 million). The transaction is contingent upon TopoTarget raising additional funding via a new share issue. The company will seek shareholder approval for the move at an extraordinary general meeting planned for April 30.

The acquisition would add two clinical stage drug candidates to Copenhagen, Denmark-based TopoTarget's pipeline of oncology drugs.

TopoTarget will disclose further details about the fund raising in a prospectus it said it will publish soon. "It's not just to run the two projects from Apoxis. When we are raising money, we want to buffer ourselves more than that," TopoTarget CEO Peter Buhl Jensen told BioWorld International.

If TopoTarget shareholders approve the deal, Apoxis investors have agreed to issue a loan to Apoxis of €4 million, which would be converted into TopoTarget stock, reducing the net cost of the deal to €10.5 million.

The rationale for the deal, Jensen said, is that Apoxis can plug its drug candidates into TopoTarget's oncology drug development infrastructure, which has more specialist expertise than that available in many CROs where, he noted, "what you see is what you get."

The lead compound at Apoxis is APO866, a small-molecule inhibitor of niacinamide phosphoribosyl transferase (NMPRTase), which is undergoing Phase II clinical trials in advanced melanoma, cutaneous T-cell lymphoma and refractory B-cell chronic lymphocytic leukemia.

Behind that is APO010, a soluble fusion protein based on the Fas ligand, which induces apoptosis via the Fas pathway. It has potential application to tumors expressing the Fas receptor, which is also present in normal tissues.

"We hope there is a window, and if we can find efficacy without too much toxicity, we will have a very interesting product," Jensen said. APO010 currently is undergoing a Phase I clinical trial and could be particularly useful as an intra-cavitary drug for certain cancers, as it has a large size, about 190 KiloDaltons, and therefore would be eliminated from the body slowly.

Shareholders in Lausanne, Switzerland-based Apoxis would receive an additional milestone payment of €10 million - in either cash or shares - should APO866, achieve agreed milestones in an ongoing Phase II clinical trial program. The compound originally was in-licensed from Tokyo-based Astellas Pharma Inc., which retains a callback option. If that is exercised, the milestone payment would be adjusted upward.

TopoTarget also would gain two additional projects from Apoxis that it would seek to out-license. APO200 is a protein therapeutic in preclinical development for X-linked hypohidrotic ectodermal dysplasia, a rare genetic condition in boys that affects the development of sweat glands, teeth and hair. It has corrected the defect in two animal models, Jensen said.

The second project involves intellectual property and technology associated with the inflammasome, a new concept in inflammation developed by Juerg Tschopp, scientific founder of Apoxis who is based at the University of Lausanne. TopoTarget has agreed to invest €600,000 over the next 12 months in developing that platform.

Apoxis was spun out from the University of Lausanne in 1999 and raised €23 million since completing its first round in 2003.