LA JOLLA, Calif., Aug. 13 /PRNewswire/ -- Agouron Pharmaceuticals, Inc.
(Nasdaq: AGPH) today announced that it has filed with the Securities and
Exchange Commission a registration statement reflecting the company's
intention to create a new series of common stock that tracks the performance
of a separate oncology division of the company. The rest of the Company's
operations, including the ongoing commercialization of its anti-HIV drug
VIRACEPT(R) (nelfinavir mesylate), will be tracked by the remaining series of
Agouron common stock.
"For many years Agouron has invested in what we believe has become one of
the most promising oncology R&D portfolios in the industry with four compounds
in development and four other drug discovery programs in progress," said Peter
Johnson. "However, our oncology R&D activities have been largely overshadowed
by our high-visibility work on HIV and AIDS, with the result that Agouron's
oncology assets have gone largely unappreciated. With this plan, we intend to
position our shareholders to realize an appropriate value for Agouron's
oncology R&D portfolio and, at the same time, to free our non-oncology
business from the earnings drain imposed by our continuing investment in the
oncology portfolio."
Under the plan, which must be approved by the company's shareholders, for
each share of Agouron's existing common stock, shareholders will receive a
fractional share of the new oncology division common stock, and each share of
existing common stock will become one share of a series of common stock that
tracks the performance of the balance of Agouron's operations. The size of
the fractional share will be based on the relative values of the two divisions
as determined by the Board of Directors in consultation with its financial
advisor in the transaction, PaineWebber Incorporated.
The transaction, which is expected to be tax-free for both the company and
its shareholders, will be submitted for approval at the company's annual
meeting of shareholders on October 28, 1998. If approved, the plan is
expected to be implemented and reflected in the company's reported financial
results in the second quarter of its current fiscal year ending June 30, 1999.
Agouron's most advanced anti-cancer drug, the MMP inhibitor AG3340, is the
subject of ongoing phase II/III pivotal clinical trials. A second MMP
inhibitor in development, AG3433, is being scaled up for preclinical
toxicology in preparation for and clinical trials scheduled to begin in 1999.
The company has also brought two GARFT inhibitors into development: AG2034,
which has completed dose-escalation studies in cancer patients; and AG2037,
which is being scaled up for preclinical toxicology studies in preparation for
clinical trials, also expected to begin in 1999. In research programs,
Agouron is currently engaged in optimizing compounds that are active
inhibitors or antagonists of the cyclin-dependent kinases, the VEGF receptor
kinase, the GNRH receptor, and the enzyme PARP. In the commercialization of
its first oncology products, Agouron currently plans to involve both its
existing sales and marketing organization and a new specialized oncology sales
and marketing organization to be developed by its oncology division. With
respect to such cooperatively commercialized products if successfully
developed, Agouron's oncology division is expected to receive royalties and a
share of profits proportionate to its participation in sales and marketing
efforts.
For additional answers to questions concerning the division stock, please
call Agouron's Investor Relations department at (619) 622-8009, or
(800) 501-AGPH.
Agouron Pharmaceuticals, Inc. is an integrated pharmaceutical company
committed to the discovery, development, manufacturing, and marketing of
innovative therapeutic products engineered to inactivate proteins that play
key roles in cancer, AIDS, and other serious diseases.
This press release may contain forward-looking statements or predictions.
These statements represent our judgment as of this date and are subject to
risks and uncertainties (including those associated with regulatory approvals
and the impact of competitive products) that could cause the actual results to
differ materially. These statements, which include statements as to the
expected time for implementation of the divisional stock structure and the
timing of clinical trials, represent our judgment as of this date and are
subject to risks and uncertainties that could cause the actual results to
differ materially. These risks and uncertainties include those associated
with regulatory approvals, the results of research and development
activities, the impact of competitive products, the timing of clearance of
Agouron's registration statement by the Securities and Exchange Commission,
market conditions existing at the scheduled time of implementation of the
divisional stock proposal and the factors discussed in our Form 10-K for the
fiscal year ended June 30, 1998 currently on file with the Securities and
Exchange Commission. Agouron undertakes no obligation to publicly release the
result of any revisions to such forward-looking statements which may be made
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
VIRACEPT is indicated for the treatment of HIV infection when
antiretroviral therapy is warranted. This indication is based on analyses of
surrogate marker changes in patients who received VIRACEPT in combination with
nucleoside analogues or alone for up to 24 weeks. At present, there are no
results from controlled trials evaluating the effect of therapy with VIRACEPT
on clinical progression of HIV infection, such as survival or the incidence of
opportunistic infections.
The most commonly observed adverse event of moderate or greater severity
in clinical trials of VIRACEPT was diarrhea, which was generally controlled
with over-the-counter medications. New onset or exacerbation of diabetes
mellitus and hyperglycemia, as well as increased bleeding in patients with
hemophilia types A and B, have been reported with protease inhibitors.
For more information on Agouron, you may visit the Agouron Web Site at
http://www.agouron.com.
VIRACEPT(R) is a registered trademark of Agouron Pharmaceuticals, Inc.
SOURCE Agouron Pharmaceuticals, Inc.
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Related links: http://www.agouron.com
Company News On-Call: http://www.prnewswire.com or fax, 800-758-5804, ext. 019650
CONTACT: Donna Nichols, Vice President, Head of Corporate Communications of Agouron Pharmaceuticals, Inc., 619-622-3009
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