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Bristol-Myers Squibb to Acquire Adnexus Therapeutics

Tuesday, September 25, 2007 General News J E 4
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PRINCETON, N.J. and WALTHAM, Mass., Sept. 24 Bristol-Myers Squibb Company (NYSE: BMY) and Adnexus(TM) Therapeuticsannounced today the companies have signed a definitive agreement under whichBristol-Myers Squibb will acquire privately held Adnexus Therapeutics,developer of a new therapeutic class of biologics called Adnectins(TM). Theacquisition of Adnexus will help advance Bristol-Myers Squibb's biologicsstrategy across multiple therapeutic areas and includes a Phase I oncologybiologic, Angiocept(TM). Adnexus Therapeutics will become a subsidiary ofBristol-Myers Squibb and remain based in Waltham, Massachusetts.

Under the terms of the agreement Bristol-Myers Squibb will acquire all ofAdnexus' issued and outstanding shares of capital stock and stock equivalentsin an all-cash transaction for a gross purchase price of $430 million, withthe net purchase price being $415 million after deducting Adnexus' net cashbalance at closing. In addition, there is an earn-out structure which couldresult in Bristol-Myers Squibb paying an additional amount of approximately$75 million, in three increments of approximately $25 million each, in theevent certain development and regulatory milestones are achieved. The closingof the transaction is subject to customary regulatory approvals.

Adnectins are a proprietary class of targeted biologics developed byAdnexus. PROfusion(TM) is Adnexus' proprietary protein design engine, withwhich trillions of protein variations can be engineered at one time. Angioceptis an Adnectin designed to be an anti-angiogenic drug and is currently inPhase I development.

"Bringing Adnexus into the Bristol-Myers Squibb family builds upon asuccessful and productive collaboration between the two companies in oncologyand is an important step in accelerating the strategic transformation of ourpharmaceutical business to a biopharma business model," said Jim Cornelius,chief executive officer, Bristol-Myers Squibb. "Biologics are one cornerstoneof our growth strategy. This investment in biologics discovery complements ourcontinued investment in a growing biologics pipeline and portfolio, and willbenefit from our expanding biologics manufacturing capabilities, both at ourexisting site in Syracuse, New York, and our future large-scale bulk biologicsfacility in Devens, Massachusetts."

"Adnectins and the PROfusion technology are among the most exciting nextgeneration biologics platforms currently in development," said Elliott Sigal,M.D., Ph.D., executive vice president and chief scientific officer, Bristol-Myers Squibb. "By uniting Adnexus' innovation and discovery expertise withour internal capabilities in oncology and other therapeutic areas, we intendto fuel the company's biologic growth strategy and importantly, deliverinnovative new treatment options for patients."

"This is an exciting milestone for our scientists, investors, and companyand is a unique opportunity to further accelerate advancement of Adnectin-based medicines and our lead product, Angiocept," said John Mendlein, Ph.D.,J.D., CEO of Adnexus. "We are proud to bring the strength of our science,team, and intellectual property to Bristol-Myers Squibb. We have enjoyed ahighly productive and collaborative relationship to date, and look forward tohelping Bristol-Myers Squibb advance its innovative pipeline."

For Adnexus, Lehman Brothers served as the financial advisor, Wilmer Haleprovided legal counsel to the company, and Cooley Godward Kronish LLP advisedAdnexus investors Atlas Venture, Flagship Ventures, HBM BioVentures, PolarisVenture Partners, and Venrock in connection with this transaction. ForBristol-Myers Squibb, Morgan Stanley acted as financial advisor with Cravath,Swain & Moore LLP serving as legal advisor.

About the New Adnectin Product Class and the PROfusion System

Adnectins are an emerging, proprietary protein therapeutic class that
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