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Celldex Announces Acquisition of Lorantis Limited and Assets of Alteris Therapeutics, Inc. (Note: Mentions brain tumor vaccine)

Posted on: 10/20/2005

Celldex Announces Acquisition of Lorantis Limited and Assets of Alteris Therapeutics, Inc.

Press Release Source: Celldex Therapeutics, Inc.

Wednesday October 12, 6:00 am ET

BLOOMSBURY, N.J., Oct. 12 /PRNewswire/ -- Celldex Therapeutics, Inc. today announced that it has acquired all of the issued and outstanding shares of capital stock of Lorantis Limited, a privately held biotechnology company based in Cambridge, U.K. and substantially all assets of Alteris Therapeutics, Inc., a privately held biotechnology company based in Philadelphia. These acquisitions will provide Celldex with a product candidate currently in Phase II clinical trials for brain cancer, approximately $30 million in cash, several promising preclinical programs, an experienced research and development team, and certain other assets.

Celldex will acquire Lorantis for 6.8 million shares of Celldex Class A Common Stock. In addition to cash of approximately $30 million, Lorantis' assets include a pre-clinical program based upon the discovery of a fundamental immune mechanism, the Notch signaling pathway, that has been shown in preclinical studies to selectively modulate immune responses. Lorantis has a research and development facility located in Cambridge, U.K.

Celldex will also acquire substantially all assets of Alteris in exchange for 1.2 million shares of Celldex Common Stock, $1.5 million in cash and certain potential milestone and other payments. Through this acquisition of Alteris, Celldex will obtain exclusive rights to ALT-110, a therapeutic cancer vaccine currently in a Phase II clinical trial for the treatment of brain cancer and a Phase I clinical trial for the treatment of prostate, gastric, non-small cell lung and ovarian cancers. ALT-110 is based on a variant of the epidermal growth factor receptor known as EGFRvIII. In addition, Celldex will acquire several patent applications covering the Rapid Identification of Alternative Splicing (RIAS), a proprietary technology platform for the discovery of new disease-specific targets.

Upon the closing of the two acquisitions, Medarex, Inc., a publicly held biopharmaceutical company based in Princeton, N.J., will own approximately 60% of Celldex.

"The acquisition of Lorantis and the assets of Alteris bring important resources that we believe are complementary to Celldex's technology and that have the potential to enhance and broaden Celldex's development pipeline," said Michael W. Fanger, Ph.D., President and CEO of Celldex. "The acquisition will also provide Celldex with approximately $30 million in cash, which Celldex intends to use to fund its product development activities."

About Celldex

Celldex Therapeutics, Inc. is a development stage biotechnology company focused on the discovery, development and commercialization of therapeutic vaccines, monoclonal antibodies and other products for the treatment of cancer, infectious diseases and immune system disorders. Celldex has developed a proprietary APC Targeting Technology(TM) that utilizes monoclonal antibodies to target antigen presenting cells (APCs), known as dendritic cells and macrophages, thus initiating the immune system's disease-fighting mechanisms. A variety of biological and chemical agents are used in Celldex's APC Targeting Technology, including antigens, biological response modifiers and toxins. Celldex is developing its APC Targeting Technology for broad applications in the treatment and control of cancer, graft-versus-host disease, infectious diseases and autoimmune disorders.

Statement on Cautionary Factors

Except for the historical information presented herein, matters discussed herein contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Statements that are not historical facts, including statements preceded by, followed by, or that include the words "potential;" "believe;" "anticipate;" "intend;" "plan;" "expect;" "estimate;" "could;" "may;" or similar statements are forward-looking statements. Celldex disclaims, however, any intent or obligation to update these forward-looking statements. Risks and uncertainties include, among other things, risks associated with our goals, plans and projections regarding our financial position and results of operations, including any financial guidance, risks associated with our product discovery and development, uncertainties related to the outcome of clinical trials, slower than expected rates of patient recruitment, unforeseen safety issues resulting from the administration of antibody products in patients, uncertainties associated with the collaborative process, uncertainties related to product manufacturing, and uncertainties related to the integration of the acquired businesses. There can be no assurance that such development efforts will succeed, that such products will receive required regulatory clearance or that, even if such regulatory clearance were received, such products would ultimately achieve commercial success.

APC Targeting Technology(TM) is a trademark of Celldex Therapeutics, Inc. All rights are reserved.

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