Novexel to be Acquired by AstraZeneca

By Novexel, PRNE
Tuesday, December 22, 2009

PARIS, December 23 - Novexel, a speciality pharmaceutical company focused on the
discovery and development of novel antibiotics designed to overcome the
significant global problem of microbial drug resistance, announces today that
its shareholders have signed a definitive agreement whereby Novexel shall be
acquired by AstraZeneca for a total cash consideration of up to $505 million,
including contingent payments and the net cash position of the company at
closing. The transaction is expected to close in the first quarter of 2010,
subject to certain customary conditions, including the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976.

Under the terms of the agreement, AstraZeneca will acquire 100
percent of Novexel's shares for $350 million in cash payable upon completion
and will pay up to an additional $75 million to Novexel shareholders if
specified development milestones are reached. AstraZeneca will also transfer
to Novexel shareholders an amount equivalent to the cash balance of Novexel
at closing. The cash balance of Novexel at closing is expected to be
approximately $80 million. This transaction will provide AstraZeneca with an
attractive portfolio of clinical and preclinical compounds which are designed
to address infections caused by drug-resistant bacteria in the hospital.

Novexel's clinical development pipeline includes:

    - NXL104, a novel beta-lactamase inhibitor. NXL104 in
      combination with the cephalosporin antibiotic ceftazidime (CAZ-104) is
      currently in two Phase II clinical trials in patients with complicated
      intra-abdominal infections (cIAIs) and patients with complicated
      urinary tract infections (cUTIs). Under an agreement concluded in
      January 2008, Novexel granted Forest Laboratories the rights to develop
      NXL104 in combination with ceftaroline (CEF-104) in North America.

    - NXL103, an oral Streptogramin antibiotic. NXL103 is currently
      in a Phase II clinical trial in adults with acute bacterial skin and
      skin structure infections (ABSSSI). The trial is designed to assess the
      safety and efficacy of NXL103 in comparison to oral linezolid. NXL103
      has already delivered positive Phase II results in a trial evaluating
      it in the treatment of community acquired pneumonia (CAP).

In addition, Novexel has two further programmes in preclinical
development: NXL105, a novel anti-Pseudomonal antibiotic and NXL201, a novel
echinocandin antifungal agent.

Iain Buchanan, Novexel's CEO, said, "Today's announcement
highlights the significant progress that Novexel has made since it was spun
out of Aventis Pharma S.A. in December 2004 and demonstrates the added value
of placing promising assets in an entrepreneurial structure in France. Over
the last five years we have made the appropriate decisions to advance the
pipeline and I would like to pay tribute to all Novexel employees whose
collective efforts have made this transaction with AstraZeneca possible. I am
confident that the acquired assets will receive continued investment from
both AstraZeneca and Forest and will have the possibility to play an
important therapeutic role to combat resistant organisms in the hospital."

Goldman Sachs acted as financial advisor to Novexel on this
transaction.

Notes to Editors

About Novexel

Novexel is a speciality pharmaceutical company focused on the
discovery and development of novel antibiotics designed to overcome the
significant global problem of microbial resistance. The ever increasing
resistance to marketed antibiotics has led to a clear need for

novel drugs that are active against multi-drug resistant
bacteria. Novexel's products are targeting the global hospital antibiotic
market, which was worth an estimated $17bn in 2008.[1]

Novexel currently has two novel antibacterials in Phase II
clinical development. These are the injectable beta-lactamase inhibitor,
NXL104 and the oral streptogramin antibiotic, NXL103. NXL104 is being
developed in combination with the cephalosporin antibiotic ceftazidime
(CAZ-104) and is currently in two Phase II clinical trials in patients with
complicated intra-abdominal infections (cIAIs) and patients with complicated
urinary tract infections (cUTIs). Under an agreement concluded in January
2008
, Novexel granted Forest Laboratories (NYSE: FRX) the rights to develop
NXL104 in combination with ceftaroline (CEF-104) solely in North America.

NXL103 is currently in a Phase II clinical trial in adults
with acute bacterial skin and skin structure infections (ABSSSI). NXL103 has
previously delivered positive Phase II results in a trial evaluating it in
the treatment of community acquired pneumonia (CAP).

In addition, Novexel has two further programmes in preclinical
development, NXL105, a novel anti-Pseudomonal antibiotic and NXL201, a novel
echinocandin antifungal agent.

Novexel was created in December 2004 as an independent
spin-out of the sanofi-aventis (Euronext Paris: SAN, NYSE: SNY)
anti-infectives unit. Novexel has a team of 54 employees with significant
experience in anti-infective research and development, who are located in
Paris, France and Philadelphia, USA.

Novexel's investors are Sofinnova, Atlas Venture, Novo A/S,
Abingworth, Edmond de Rothschild Investment Partners, Goldman Sachs, NeoMed
and Daiwa SMBC Capital Co., Ltd.

[1] Source: IMS Health, MIDAS, 2006-2008

    For further information please contact:

    Novexel
    Gordon Waldron, CFO
    gordon.waldron@novexel.com

    Citigate Dewe Rogerson
    David Dible/Amber Bielecka/Nina Enegren
    Tel.: +44-(0)207-638-95-71
    david.dible@citigatedr.co.uk

For further information please contact: Novexel, Gordon Waldron, CFO, gordon.waldron at novexel.com. Citigate Dewe Rogerson, David Dible/Amber Bielecka/Nina Enegren, Tel.: +44-(0)207-638-95-71, david.dible at citigatedr.co.uk

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