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Cellegy To Sell Assets to ProStrakan


Posted on 2006-09-27 08:39:00



Cellegy Pharmaceuticals, Inc.  announced today that it has entered into an agreement with Strakan International Limited, a wholly owned subsidiary of ProStrakan Group plc, a publicly-traded company based in the United Kingdom, under which ProStrakan will acquire Cellegy's rights to Cellegesic (nitroglycerin ointment), which is branded Rectogesic outside of the United States, Fortigel (testosterone gel), Tostrex (testosterone gel), and Tostrelle (testosterone gel), and related intellectual property assets. ProStrakan currently is Cellegy's marketing partner for Rectogesic and Tostrex in the European Union markets pursuant to exclusive distribution agreements.

ProStrakan has agreed to pay to Cellegy $9 million dollars in cash. The transaction will be submitted to Cellegy's stockholders for approval at a special meeting of Cellegy stockholders. Cellegy anticipates preparing and filing preliminary proxy materials relating to the special meeting in the near future. No approval by ProStrakan's shareholders is required to complete the transaction. Cellegy anticipates that absent unforeseen developments, the transaction will be completed during the fourth quarter of 2006.

Under the asset purchase agreement, Cellegy has agreed to sell to ProStrakan certain assets, including: all U.S. and foreign patents, contracts and books and records that relate to the research, development and commercialization of Cellegy's nitroglycerin/nitric oxide and related pharmacological products for pain management applications, marketed under the name Rectogesic and proposed to be marketed under the name Cellegesic; Cellegy's testosterone gels for treatment of male hypogonadism, marketed under the name Tostrex and proposed to be marketed under the names Tostran or Fortigel; and Cellegy's product candidate Tostrelle, a testosterone gel product candidate for women. ProStrakan would have rights to Tostrex and Tostrelle worldwide in countries where Cellegy has rights, and to Cellegesic and Rectogesic in all markets worldwide except in Australia, New Zealand, Singapore, South Africa and South Korea (where another third party acquired rights relating to sale of Rectogesic those countries from Cellegy earlier this year). Certain of Cellegy's distribution agreements relating to foreign markets will be assigned to ProStrakan as part of the transaction. Cellegy will retain its Biosyn business and other assets and intellectual property rights not being sold to ProStrakan.


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