UCB and WILEX to enter into strategic alliance to develop UCB's preclinical oncology portfolio

UCB to become a strategic investor in WILEX

12-Jan-2009 - Belgium

UCB Pharma S.A. (UCB) and WILEX AG announced that they have agreed to enter into a strategic partnership. WILEX will acquire world-wide rights to develop UCB's entire preclinical oncology portfolio, comprising two small-molecule programmes and three antibody programmes. UCB retains exclusive rights to re-purchase each of the five programmes, following completion of initial clinical feasibility studies for each programme, and assume the responsibility for further development and commercialization of each product. In this case, WILEX will receive development and commercialisation milestone payments and royalty payments from UCB. Alternatively, in the event UCB does not exercise its re-purchase right for each programme, WILEX will retain rights to develop as well as commercialize each programme and UCB will receive milestone and royalty payments from WILEX.

As a strategic investor, UCB will invest EUR 10 million in WILEX upon closing and will also make milestone payments of EUR 10 million in total upon application of clinical Phase I trial and first dose in man, expected within approximately twelve months upon closing.

Under the agreement, UCB has granted the rights to the five preclinical oncology programmes to a new legal entity wholly owned by UCB. The new entity will be funded by UCB with EUR 10 million in cash and will be acquired by WILEX in consideration for 1,818,181 newly issued shares in WILEX from its authorised capital, subject to the exclusion of shareholders' subscription rights. This transaction will provide UCB with approximately 13% ownership of WILEX AG (WILEX total new share capital: 13 780 935 shares) at closing of the transaction.

The strategic alliance has been approved by both the UCB and WILEX boards. The relevant capital increase of WILEX AG is, however, subject to the approval of WILEX boards and will take effect at the time it is recorded in the Company's Commercial Register.

The parties agreed not to disclose further details of the transaction.

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