NitroMed Announces Agreement to Sell and License Patents and Patent Applications Related to Its Nitric Oxide Technology Platform
April 23 2009 - 7:30AM
Marketwired
NitroMed, Inc. (NASDAQ: NTMD) announced today that the company has
entered into definitive agreements to sell and license certain
patents and patent applications associated with NitroMed's nitric
oxide based technology platform to NicOx, S.A. Pursuant to the
terms of the agreements, NicOx will make an up-front payment of 2
million Euro to NitroMed, with an additional contingent payment to
be made upon the future occurrence of certain milestone events. The
transaction will close upon NitroMed's receipt of the up-front
payment.
Under the terms of the previously announced Agreement and Plan
of Merger, dated as of January 27, 2009, by and among NitroMed and
certain entities affiliated with Deerfield Management, if the
foregoing up-front payment is received prior to the closing of the
merger with Deerfield Management, that payment will be added to the
merger consideration to be paid to NitroMed's stockholders. As a
result of the expected receipt of the up-front payment, NitroMed
estimates that the company's shareholders will be entitled to
receive approximately $0.86 per share in cash upon the closing of
the merger.
NitroMed also announced that at the stockholder meeting held on
April 22, 2009, a majority of NitroMed's stockholders approved the
adoption of the merger agreement with Deerfield Management. The
merger is expected to close as soon as practicable, in accordance
with the terms of the merger agreement.
About NitroMed, Inc.
NitroMed of Lexington, Massachusetts is the maker of BiDil�
(isosorbide dinitrate/hydralazine hydrochloride), an orally
administered medicine available in the United States for the
treatment of heart failure in self-identified black patients. In
this population, BiDil is indicated as an adjunct to current
standard therapies such as angiotensin converting enzyme (ACE)
inhibitors and beta blockers. There is little experience in
patients with New York Heart Association Class IV heart failure.
BiDil was approved by the U.S. Food and Drug Administration,
primarily on the basis of efficacy data from NitroMed's landmark
A-HeFT (African American Heart Failure Trial) clinical trial. For
full prescribing information, visit: www.BiDil.com.
Forward-Looking Statements
Statements in this press release regarding the proposed merger
with Deerfield, including without limitation the expected timetable
for completing the transaction and the amount of cash per share
NitroMed's stockholders will receive in the merger, and other
statements about NitroMed's future expectations, beliefs, goals,
plans or prospects, constitute forward-looking statements within
the meaning of The Private Securities Litigation Reform Act of
1995. Any statements that are not statements of historical fact
(including statements containing the words "believes," "plans,"
"could," "anticipates," "expects," "estimates," "plans," "should,"
"target," "will," "would" and similar expressions) should also be
considered to be forward-looking statements. There are a number of
important factors that could cause actual results or events to
differ materially from those indicated by such forward-looking
statements, including the ability of NitroMed and Deerfield
Management to complete the proposed merger due to the failure to
obtain stockholder approval or the failure to satisfy other
conditions to the closing set forth in the merger agreement, as
well as other factors described in NitroMed's Annual Report on Form
10-K for the year ended December 31, 2008 and the other filings
that NitroMed makes with the SEC.
In addition, the statements in this press release reflect
NitroMed's expectations and beliefs as of the date of this release.
NitroMed anticipates that subsequent events and developments will
cause its expectations and beliefs to change. However, while
NitroMed may elect to update these forward-looking statements
publicly at some point in the future, it specifically disclaims any
obligation to do so, whether as a result of new information, future
events or otherwise. These forward-looking statements should not be
relied upon as representing NitroMed's views as of any date after
the date of this release.
Contact: Sondra Newman IR-IQ Communications Phone: (617)
877-5687 NITROMED, INC. 45 Hayden Avenue, Suite 3000 Lexington, MA
02421 t. 781.266.4000 f. 781.274.8080 www.nitromed.com
Contact: Sondra Newman IR-IQ Communications Phone: (617)
877-5687 NITROMED, INC. 45 Hayden Avenue, Suite 3000 Lexington, MA
02421 t. 781.266.4000 f. 781.274.8080 www.nitromed.com
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