Critical Outcome Technologies Identifies Experienced Partner for
Clinical Development of COTI-2
Company signs letter of intent to form joint venture with
Portage Biotech Inc.
LONDON, ONTARIO--(Marketwired - Feb 26, 2014) - Critical Outcome
Technologies Inc. ("COTI" or the "Company") (TSX-VENTURE:COT), the
bioinformatics and accelerated drug discovery company, is pleased
to announce that it has signed a non-binding letter of intent
("LOI") to form a joint venture with Portage Biotech Inc.
("Portage"), a British Virgin Island incorporated public company,
listed and traded on the Canadian Securities Exchange ("PTB.U"),
and on NASDAQ and the OTC ("PTGEF") to fund and direct the Phase 1
development of the Company's clinical oncology candidate,
COTI-2.
"The formation of this joint venture will bring substantial
technical and industry expertise to the development of COTI-2 and
should enable us to move into clinical trials and provide the human
data validation that is of primary interest to many potential
licensing partners," said Mr. John Drake, Chairman of COTI. "The
timing of this joint venture should also help us to meet our
objective of having COTI-2 enter the clinic this year."
Under the terms of the LOI, the Company and Portage have agreed
to form a joint venture company ("JV Co") wherein the Company will
grant an exclusive limited license for COTI-2 to JV Co for the
development of COTI-2 from the point it commences the final
pre-clinical 28-day two-species toxicity studies, through IND
preparation and filing, a Phase 1 clinical trial and all related or
ensuing development as determined to be appropriate by JV Co.
Portage will invest $5.0 million USD in JV Co and these funds will
be used to fund the mutually agreed upon development plan for
COTI-2. JV Co will be co-owned 50/50 by COTI and Portage. Subject
to completion of the transactions contemplated in the LOI, the
Company will pay a finder's fee to an arm's length third party
through the issuance of common share purchase warrants in
accordance with applicable securities laws and the policies of the
TSX Venture Exchange.
Upon signing the LOI and successful completion of the remaining
due diligence, Portage and COTI will enter into negotiations of a
definitive plan and agreement of joint venture (the "JV Agreement")
and an exclusive limited license agreement in respect of COTI-2.
The JV Agreement will be in form and substance mutually acceptable
to the Company and Portage, acting reasonably, and will contain,
among other things, representations, warranties, terms, conditions
and indemnities of the respective parties customary for
transactions of this nature.
Portage and COTI will work together to assemble a comprehensive
drug development and licensing team to direct the optimal clinical
development of COTI-2. In this regard, Dr. Declan Doogan, CEO of
Portage, and formerly Senior Vice President and Head of Worldwide
Development at Pfizer Global Research & Development, will be
overseeing the clinical development of COTI-2. Other members of the
team will be finalized as the joint venture agreements, development
plan and budgets are formalized.
"Dr. Greg Bailey, a successful serial life science entrepreneur,
and Mr. James Mellon, an internationally recognized investor and
serial entrepreneur, are two of the principals of Portage and they,
along with Dr. Doogan, will bring a wealth of drug development,
pharma deal making experience and contacts to the COTI-2 program,"
said Dr. Wayne Danter, COTI's CEO. "I am delighted by the prospect
of moving COTI-2 forward with an experienced team both from a
clinical development perspective and a financial resources basis to
realize on the potential for making a difference in the lives of
many cancer patients. In addition, this joint venture format may
represent a development and commercialization template for COTI's
future drug discovery and preclinical development programs."
"COTI has created a very intriguing new pharmaceutical agent for
an unmet clinical need utilizing their unique platform," said Dr.
Greg Bailey, Chairman of Portage. "Portage looks forward to
finishing our due diligence and assembling a very sophisticated
oncology drug development team in conjunction with COTI."
"Our team is excited to begin work on this project," said Dr.
Declan Doogan, CEO of Portage. "The mechanism of action is
intriguing and the medical potential for the compound is clear. We
look forward to a productive collaboration with our new
partners."
Additional details will be communicated when the agreements have
been finalized.
About Portage Biotech
Inc.
Portage is engaged in researching and developing pharmaceutical
and biotech products through to clinical "proof of concept" with an
initial focus on unmet clinical needs. Following proof of concept,
Portage will look to sell or license the products to large
pharmaceutical companies for further development and
commercialization.
Portage is seeking discovery and co-development partners in
areas such as cancer, infectious disease, neurology and psychiatry,
developing novel targeted therapies, stem cell therapy and even
older marketed products that have been found to have novel
patentable characteristics that bring new value to patients.
Portage seeks to work with a wide range of partners, in all
phases of development through in-licensing or other types of
alliances. The collaboration may include direct funding or
investing human capital from our extensive pool of talented
scientists and physicians. Specifically, Portage will invest sweat
equity as well as, or instead of, capital. This internal pool of
drug developers, financiers, scientists and physicians will provide
unique value-add for our partners including but not limited to
mitigating risks, clinical trial design, regulatory expertise and
maximizing the rewards.
Portage has two operating subsidiaries - Portage Pharmaceuticals
Limited ("PPL") which is wholly owned by Portage, and Biohaven
Pharmaceutical Holding Company Limited ("Biohaven") in which
Portage holds a 54% equity position.
For further information, contact Greg Bailey, the Chairman at
gb@portagebiotech.com or Kam Shah, Chief Financial Officer, at
(416) 929-1806 or ks@portagebiotech.com or visit their website at
www.portagebiotech.com.
About Critical Outcome
Technologies Inc.
COTI is a leading-edge technology company specializing in
accelerating the discovery and development of small molecules -
dramatically reducing the time and cost to bring new drugs to
market. COTI'S proprietary artificial intelligence system,
CHEMSAS®, utilizes a series of predictive computer models to
identify compounds with a high probability of being successfully
developed from disease specific drug discovery through chemical
optimization and preclinical testing. These compounds are targeted
for a variety of diseases, particularly those for which current
treatments are either lacking or ineffective.
For more information, visit www.criticaloutcome.com.
Follow @CriticalOutcome on Twitter at
http://twitter.com/CriticalOutcome.
Notice to
Readers
Information contained in this press release may contain certain
statements, which constitute "forward-looking statements" within
the meaning of the Securities Act (Ontario) and applicable
securities laws. For example, the statement "... has signed a
non-binding letter of intent ("LOI") to form a joint venture ..."
and "... should enable us to move into clinical trials and provide
the human data validation that is of primary interest to many
potential licensing partners..." and "... timing of this joint
venture should enable us to meet our objective of having COTI-2
enter the clinic this year" and "... we are going to be able to
move COTI-2 forward with an experienced team both from a clinical
development perspective and a financial resources basis to realize
on the potential ..." are forward-looking statements.
Forward‐looking statements by their nature are not guarantees of
future performance and are based upon management's current
expectations, estimates, projections and assumptions. COTI operates
in a highly competitive environment that involves significant risks
and uncertainties, which could cause actual results to differ
materially from those anticipated in these forward‐looking
statements. Management of COTI considers the assumptions on which
these forward‐looking statements are based to be reasonable, but as
a result of the many risk factors, cautions the reader that actual
results could differ materially from those expressed or implied in
these forward-looking statements. Information in this press release
should be considered accurate only as of the date of the release
and may be superseded by more recent information disclosed in later
press releases, filings with the securities regulatory authorities
or otherwise.
Neither TSX
Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this
release.
Critical Outcome Technologies Inc.Dr. Wayne DanterPresident
&
CEO519-858-5157wdanter@criticaloutcome.comwww.criticaloutcome.comHeisler
CommunicationsTrevor HeislerInvestor
Relations416-500-8061trevor@heislercommunications.com
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