Norwood Immunology Limited Takes Option to Acquire Technology for Vaccines
January 19 2006 - 4:39PM
Business Wire
Norwood Immunology Limited (AIM:NIM), a subsidiary of Norwood Abbey
Ltd. (ASX:NAL) that is focussed on the rejuvenation of the immune
system, today announced that it has entered into a call option
("the Option") to acquire all the share capital of
Netherlands-based Bestewil Holding Limited ("Bestewil"). Bestewil
is the 100% owner of Virosome Biologicals Limited ("Virosome
Biologicals"). Virosome Biologicals is developing and
commercialising a proprietary platform enabling technology for
vaccines. The technology - which is based upon the combination of
an adjuvant with virosomes - achieves a significantly enhanced
immune response to an antigen challenge. The adjuvant specifically
interacts with Toll-like Receptors (TLRs). Pre-clinical studies
undertaken by Virosome Biologicals with their technology have shown
an immune response to influenza (flu) vaccines up to 150 times
greater than traditional non-adjuvanted virosome delivery
technology. Virosome Biologicals' technology is seen as highly
complementary to Norwood Immunology's core technology for
rejuvenation of the adult immune system and could be applicable to
a wide range of vaccine applications. Virosome Biologicals'
adjuvant technology is currently completing a Phase I trial in
conjunction with a nasal flu vaccine application, under a licence
agreement partnership with a major European pharmaceutical company,
which will be responsible for the development and commercialising
of the vaccine. Further, this licence agreement anticipates further
milestones and royalties payable to Virosome Biologicals as the
clinical development and commercialisation programme progresses.
Unlike certain other nasal flu vaccines, this trial does not use
live influenza virus. Norwood Immunology sees very significant
commercial potential for the "Adjuvanted Virosome Technology." In
particular, there is significant opportunity to increase the number
of commercial licensing arrangements - such as in the field of
influenza and mass vaccination campaigns, where the possible
emergence of pandemic strains of flu and the threat of
bio-terrorism are major concerns at the present time. Potential
partners are already in discussion with Virosome Biologicals in
relation to several vaccines, such as injectable influenza
vaccines, respiratory syncytial virus (RSV) vaccines and pandemic
influenza vaccines. In the case of pandemic influenza, the highly
potent immune stimulatory ability of the Virosome Biologicals'
technology is particularly important because vaccine material is
likely to be in short supply. Lower unit doses could therefore be
used for each patient treated. Virosome Biologicals' has
proprietary intellectual property concerning the combination of an
adjuvant (immune response stimulator) in the membrane that targets
the virosomes specifically to antigen presenting cells or B cells.
The adjuvant also leads to the release of a chemical signal inside
these cells to trigger greatly enhanced immune responses. B cells
then start to produce antibodies that have a rapid and major role
in protection against new and ongoing infections. The antigen
presenting cells also activate a "killer" T-cell response to
eliminate virus infected or cancer cells. Both these and the B
cells are made more potent by the adjuvant, stimulating helper T
cells which are required for initiation of immune responses and the
development of immunological memory for long-term immune
protection. Adjuvanted virosomes induce potent immunity for nasal
and injected vaccines. Virosome Biologicals has also developed a
proprietary method of producing virosomes, which is both more
efficient and results in excellent membrane fusion activity (which
is a key component of the initial stimulation of the immune
system). The consideration for the granting of the Option is a
subscription in newly issued Bestewil Shares of EUR 250,000 on
commencement, and up to EUR 700,000 in monthly tranches over the
course of 2006. The Option is terminable by Norwood Immunology on a
monthly basis not later than 31 December 2006. If the Option is
called by Norwood Immunology, the agreed consideration for the
transaction will be up to EUR 25 million (EUR 20 million in NIM
shares and EUR 5 million in cash), subject to achieving certain
milestones. The issue of shares for the acquisition if the Option
is called will be subject to shareholder approval through an
Extraordinary General Meeting at that time. Norwood Immunology was
advised in this transaction by Europa Partners Limited (Corporate
Finance) and Dutch lawyers, Loyens & Loeff. Richard Williams,
CEO of Norwood Immunology, commented: "Given the potential role of
virosomes in prophylactic and therapeutic vaccines, and their
ability to achieve enhanced immune responses, we believe that the
potential applications for this technology are significant. There
is now global awareness of the potential dangers of pandemic
infections with current technology unable to sustain appropriate
immune defences. We believe Virosome Biologicals' proprietary
technology could therefore be a vitally important part of many
vaccine programmes. Furthermore, we see significant synergies
between Virosome Biologicals and Norwood Immunology given our
company's core technology, which induces a more potent immune
system by stimulating regrowth of the thymus and production of new
T cells, and also improves bone marrow function to enhance B cell
production. "Entering into this option agreement is a significant
step toward the first acquisition in Norwood Immunology's strategic
development plans. Prior to completing any acquisition during 2006,
we have successfully secured the opportunity to work closely with
Virosome Biologicals through the option period whilst their lead
trial progresses." Hans van Berkum, CEO of Virosome Biologicals,
commented: "We are very pleased with the initial investments by
Norwood Immunology. Not only is there an excellent synergy between
the technologies of the companies but we can benefit from their
expertise in the immunology field. During the option period
Virosome Biologicals will continue to further develop and
commercialise its products particularly in the field of pandemic
influenza and RSV." About Virosomes Virosomes are reconstituted
virus membranes, in this case influenza (flu) containing the viral
membrane protein, hemagglutinin. This protein induces membrane
fusion, activating a strong immune response against antigens
contained within the virosomes. Thus, virosomes are ideal vaccines
either not only for the influenza virus itself, but also as
carriers for vaccines against other viral diseases and cancer.
Virosomes do not contain the genetic material of influenza virus,
and therefore are not infectious. For further information about
Norwood, visit the company's websites at www.norwoodabbey.com and
www.norwoodimmunology.com
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