Exhibit 99.1
Contacts:
Richard W. Krawiec, Cytogen Corporation
Vice President, Investor Relations
and Corporate Communications
609-750-8289
CYTOGEN AND ADVANCED MAGNETICS AGREE TO TERMINATE MERGER
AND ENTER INTO LICENSING, MARKETING AND SUPPLY AGREEMENTS
PRINCETON, NJ - August 28, 2000 - Cytogen Corporation (Nasdaq: CYTO) today
announced the mutual termination of its agreement to acquire Advanced Magnetics,
Inc. (AMEX: AVM). Instead, the two companies agreed to enter into marketing,
license and supply agreements. Under the new agreements, Cytogen will acquire
certain product rights to Advanced Magnetics' imaging agents in exchange for two
million shares of Cytogen common stock. Cytogen will have exclusive U.S. rights
to Combidex(R), a magnetic resonance imaging contrast agent for the detection of
lymph node metastases. The Company will also have exclusive U.S. rights to
imaging agent Code 7228 for oncology applications and the right of first
negotiation for applications outside of oncology. Advanced Magnetics will be
responsible for all costs associated with clinical development, supply and
manufacture of Combidex and Code 7228. In addition to supplying Cytogen with
these products, Advanced Magnetics will receive royalties based upon product
sales.
"Both Cytogen and Advanced Magnetics agreed that the advantages of a marketing
and supply arrangement outweighed the near-term benefits of the merger," said H.
Joseph Reiser, Ph.D., Cytogen's President and Chief Executive Officer. "In our
opinion, Advanced Magnetics' product candidates provide critical information
regarding the detection of metastatic cancer which is anticipated to address an
unmet medical need in cancer detection and staging. Our ongoing business
relationship with Advanced Magnetics is consistent with our strategic focus to
build a product-oriented pipeline in oncology, and to that end we continue to
investigate other near-term product opportunities."
Dr. Reiser continued, "In addition to acquiring synergistic product candidates,
such as the ones we are licensing from Advanced Magnetics, we are continuing to
invest in our core proteomics and prostate cancer technologies to assure our
corporate growth."
Combidex has received an approvable letter from the U.S. Food and Drug
Administration (FDA), with marketing approval subject to certain conditions. The
companies have agreed to establish project teams to cooperate on the development
of Combidex and Code 7228. In exchange for the marketing rights to Combidex and
Code 7228, Cytogen has agreed to issue to Advanced Magnetics two million shares
of Cytogen registered common stock. Of such shares, 1.5 million shares were
issued at closing, of which 1.2 million are subject to certain lockup
restrictions, and 500,000 were put into escrow subject to the achievement of
certain milestones.
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Cytogen Corporation is a biopharmaceutical company in Princeton, NJ whose
mission is setting new standards in cancer care. Its two principal lines of
business, proteomics and oncology, are built upon its expertise in antibodies
and molecular recognition and are directed to development of novel products for
the diagnosis, imaging, staging and treatment of cancer and a proteomics-driven
drug discovery platform. The Company has established a pipeline of product
candidates based on its proprietary antibody and prostate specific membrane
antigen, or PSMA, technologies. The Company, with Progenics Pharmaceuticals,
Inc., has formed a joint venture focusing on the development of in vivo cancer
immunotherapies based on PSMA technology. The Company's cancer management
franchise currently comprises three marketed FDA-approved products:
ProstaScint(R), used to image the extent and spread of prostate cancer;
OncoScint CR/OV(R), a diagnostic imaging agent for colorectal and ovarian
cancer; and Quadramet(R), for the relief of cancer-related bone pain. The
Company's wholly owned subsidiary, AxCell Biosciences Corporation, is developing
a proprietary protein pathway database as a drug discovery and development tool
for the pharmaceutical and biotechnology industries. For additional information
on Cytogen, visit the Company's web sites at www.cytogen.com and
www.axcellbio.com.
THIS PRESS RELEASE CONTAINS CERTAIN "FORWARD-LOOKING" STATEMENTS WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. INFORMATION IN
THIS PRESS RELEASE, WHICH IS NOT HISTORICAL, IS FORWARD LOOKING AND INVOLVES A
NUMBER OF RISKS AND UNCERTAINTIES. INVESTORS ARE CAUTIONED NOT TO PUT ANY UNDUE
RELIANCE ON ANY FORWARD LOOKING STATEMENT. THE COMPANY'S ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THE COMPANY'S HISTORICAL RESULTS OF OPERATIONS AND THOSE
DISCUSSED IN THE FORWARD-LOOKING STATEMENTS FOR VARIOUS REASONS, INCLUDING, BUT
NOT LIMITED TO THE COMPANY'S ABILITY TO CARRY OUT ITS BUSINESS PLAN, SUCCESSFUL
DEVELOPMENT AND COMMERCIAL ACCEPTANCE OF ITS PRODUCTS, ABILITY TO FUND
DEVELOPMENT NECESSARY FOR EXISTING PRODUCTS AND FOR THE PURSUIT OF NEW PRODUCT
OPPORTUNITIES, THE RISK OF WHETHER PRODUCTS RESULT FROM DEVELOPMENT ACTIVITIES,
PROTECTION OF ITS INTELLECTUAL PROPERTY PORTFOLIO, ABILITY TO INTEGRATE ACQUIRED
BUSINESSES, ABILITY TO ESTABLISH AND SUCCESSFULLY COMPLETE CLINICAL TRIALS WHERE
REQUIRED FOR PRODUCT APPROVAL, THE RISK ASSOCIATED WITH OBTAINING THE NECESSARY
REGULATORY APPROVALS, DEPENDENCE ON ITS PARTNERS FOR DEVELOPMENT OF CERTAIN
PROJECTS, THE ABILITY TO OBTAIN FOREIGN REGULATORY APPROVALS FOR PRODUCTS AND TO
ESTABLISH MARKETING ARRANGEMENTS IN COUNTRIES WHERE APPROVAL IS OBTAINED, AND
OTHER FACTORS DISCUSSED IN THE COMPANY'S 1999 FORM 10-K AND FROM TIME-TO-TIME
THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
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