ABII » Topics » 4. Acquisition of Assets

This excerpt taken from the ABII 10-K filed Mar 31, 2008.

4. Acquisition of Assets

FACE="Times New Roman" SIZE="2">Acquisition of Puerto Rico Manufacturing Facility

In February 2007, Old Abraxis completed the
acquisition of the Pfizer Inc. Cruce Davila manufacturing facility in Barceloneta, Puerto Rico for $32.5 million in cash. This 56-acre site consists of a 172,000 square foot validated manufacturing plant with capabilities of producing EU- and
US-compliant injectable pharmaceuticals, as well as protein-based biologics and metered-dosed inhalers. In addition, the acquisition included a state-of-the-art, computer-controlled 90,000 square foot active pharmaceutical ingredients manufacturing
plant, and two support facilities with quality assurance and laboratories, totaling 262,000 square feet. Under the terms of the agreement, the active pharmaceutical ingredients plant is leased back to Pfizer. The acquisition was accounted for as an
asset purchase, and the purchase price was allocated based upon independent fair values of the acquired assets. In connection with the separation, this entire facility was contributed to APP, and APP has agreed to convey back to us the active
pharmaceutical ingredients manufacturing plant currently leased to Pfizer. The property, plant and equipment and lease liability that is to be conveyed to us in 2008 has been included in our financial statements since the acquisition.

STYLE="margin-top:18px;margin-bottom:0px; margin-left:2%">Cenomed Joint Venture

In
April 2007, we formed a joint venture with Cenomed, Inc. to create Cenomed BioSciences, LLC. This venture is designed to further the research and development of novel drugs that interact with the central nervous system focused on psychiatric and
neurological diseases, including the treatment of schizophrenia,

 


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neuroprotection, mild cognitive impairment and memory/attention impairment associated with aging, attention deficit hyperactivity disorder and pain. We made
an initial contribution of $0.5 million to the joint venture and intend to provide funds for further development of these drugs. Cenomed BioSciences, LLC is consolidated in our financial statements.

STYLE="margin-top:18px;margin-bottom:0px; margin-left:2%">Exclusive License of Intellectual Property Portfolio

FACE="Times New Roman" SIZE="2">In May 2007, we entered into an agreement with the University of Southern California (USC) that provides us with the exclusive worldwide development and commercialization rights for an intellectual property portfolio
of diagnostic protein biomarkers for therapy response, therapy toxicity and disease recurrence in colorectal cancers (CRCs).

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