Celsion, an oncology drug development company, and Egen, a privately held biopharmaceutical company focused on the development of nucleic acid-based therapeutics for the treatment of cancer and other difficult to treat diseases, have signed a definitive asset purchase agreement for Celsion to acquire substantially all of Egen’s assets, including its phase Ib DNA-based immunotherapy product candidate Egen-001 and its therapeutic platform technologies, TheraPlas for delivery of DNA and mRNA, TheraSilence for delivery of RNA and RAST for Cell Enabled Expression and Secretion of RNA.

A wholly-owned subsidiary of Celsion will acquire Egen’s assets and assume certain liabilities in exchange for cash and shares of Celsion totaling $14 million. The upfront payment consists of $10.6 million in Celsion common stock, representing approximately 16.4% of Celsion's outstanding shares, and $3.4 million in cash.

A total of $30.4 million in future milestone obligations are payable to Egen based on the successful completion of certain clinical development and licensing milestones. The acquisition is expected to close in June, subject to customary closing conditions. The boards of directors of both Celsion and Egen have unanimously approved the transaction. The transaction is not subject to Celsion shareholder approval.

The combination of Celsion and Egen will create a fully-integrated, oncology-focused R&D company with a multi-phase clinical pipeline, platform technologies for the discovery of novel, nucleic acid-based immunotherapies and other anti-cancer DNA/RNA therapies, and experience from bench to bedside. The transaction brings to Celsion Egen's lead, phase Ib clinical candidate, EGEN-001, an IL-12 plasmid immunotherapy encased in a nanoparticle delivery system, as well as three technology platforms, TheraPlas, TheraSilence and RAST for Cell Enabled Expression and Secretion of RNA.

The transaction complements Celsion's lead development candidate, ThermoDox, a proprietary heat-activated liposomal encapsulation of doxorubicin, currently advancing in a pivotal, double-blind, placebo-controlled, global phase III trial (the OPTIMA Study) in primary liver cancer.

"This transaction offers an immediately well-defined strategic fit, bringing together discovery and preclinical expertise with clinical and operational excellence, ground-breaking technologies with high-value clinical assets, to form a company whose synergy provides substantially more than its parts," said Michael H. Tardugno, Celsion's president and CEO.

"Celsion-Egen will be focused on the leading-edge of cancer treatment, with assets in directed chemotherapies, immunotherapies and DNA- or RNA-based therapies,” said Tardugno. “With clinical programs in phases III, II and I, and an extensive pipeline of preclinical product candidates, Celsion-Egen will be well positioned to deliver innovative new therapies to address areas of pressing unmet medical need in oncology."