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Transgenomic to Acquire Clinical Data's Genetic Test Business for $15.4M

By a GenomeWeb staff reporter

NEW YORK (GenomeWeb News) – Transgenomic has signed a definitive agreement to acquire the genetic testing business of Clinical Data for approximately $15.4 million, the firms announced after the close of the market Monday.

The acquisition will provide Transgenomic with Clinical Data's portfolio of Familion genetic tests for cardiac syndromes and PGxPredict tests for predicting drug response, which are currently sold by its PGx Health division.

The assets being acquired include 11 Familion tests as well as contracts with private and government health insurers for test reimbursement through policies offering access to genetic testing for an estimated 280 million patients. It also gains Clinical Data's pipeline opportunities that include the Fc gamma receptor family of oncology tests and a clopidogrel response test. Other assets include marketing resources; testing and customer service capabilities; intellectual property and rights; a state-of-the art facility; and equipment, said Transgenomic.

Under terms of the deal, Omaha, Neb.-based Transgenomic will pay Clinical Data $6 million in cash, $8.5 million in a three-year note bearing interest of 10 percent per annum with a principal repayment schedule beginning in May 2012, and a second note of $932,000 for facility improvements made to the CLIA-certified laboratory at 6.5 percent interest for a 12-month period.

In addition, following the close of the deal, Clinical Data will be entitled to receive milestone payments upon the successful development and commercialization of multiple new products; royalty payments based on certain reimbursements received by the Transgenomic in connection with the performance of certain biomarker assays; a percentage of certain account receivables collected during the 18-month period following the closing; and a percentage of the aggregate proceeds received by Transgenomic in connection with certain transfers of certain biomarker assay technology.

"This is a significant transaction for our company," Transgenomic CEO Craig Tuttle said in a statement. "It brings a well established and growing molecular diagnostic business addition, a substantial and established revenue base, and validated new biomarker assays along with a talented diagnostic team."

For Clinical Data, the transaction will provide the firm with funds to support ongoing development and potential sales and marketing efforts for its two late-stage compounds, anti-depressant vilazodone and coronary vasodilator Stedivaze.

"Once closed, this sale will complete Clinical Data's strategic transition to a pharmaceutical company and the monetization of our non-core assets, thereby permitting us to fully focus our resources on advancing our late-stage therapeutic programs," Drew Fromkin, president and CEO of Clinical Data, said in a statement.

Newton, Mass.-based Clinical Data said in a filing with the US Securities and Exchange Commission two weeks ago that it was mulling the sale of the genetic testing business.

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