Turing Pharmaceuticals and Marina Biotech in $95M ketamine deal

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Turing Pharmaceuticals has signed a $95 million deal with Marina Biotech ($MRNA) that will see it shed its psychiatric drug research program--as Marina also announces it will have to hang on to its own unwanted assets for now after a sale of its R&D focus to Microlin Bio fell through.

The Bothell, WA-based biotech will acquire the privately held Swiss and New York-based Turing’s intranasal ketamine program. The company’s drug, TUR-002, has been studied in post-traumatic stress disorder and suicidality--although Marina said it will broaden its research scope when it gets its hands on the program this summer.

TUR-002 is a derivative of ketamine, which is used in medical offices for its anesthetic properties (and also illegally for its sedative and high-like effects). Turing bought the program from Retrophin after it launched last year.

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This comes two months after Marina announced it too was dumping unwanted assets--specifically the sale of its nucleic acid therapeutics, to Microlin Bio.

But it announced today that the deal has in fact been terminated with the New York biotech as Microlin was “unable to come to terms that would be both acceptable to Marina’s Board and, more importantly, in the best interests of Microlin’s shareholders,” according to its statement.

The company was to acquire these assets for 6.7 million common shares of Marina and around $1 million in cash, but has now bailed on the deal. Marina said it is still hopeful of a deal with another company to buy out/into the assets in the future. 

The assets to be acquired under the Turing pact for Marina will include all patents and intellectual property rights, clinical development plans, regulatory documents and existing product inventories to the ketamine program.

As per the term sheet, Marina will pay Turing up to $95 million in success- and sales-based milestones plus a mid-single-digit royalty on net sales, while Turing will gain 53 million shares in Marina. Further terms of the proposed transaction were not disclosed. The deal should close by 1 July.

“We are extremely pleased to have this opportunity to bring in a late-stage clinical program with the potential for approval in multiple indications including certain rare disorders," stated J. Michael French, president and CEO at Marina Biotech. “The program has been advanced worldwide with plans for U.S. and international clinical trial sites. The work thus far has predominately been directed at suicidality in post-traumatic stress disorder; a patient population with few, if any, therapeutic options.

“We believe the early clinical successes of this program combined with broadening acceptance of ketamine as a treatment for neurological and psychiatric diseases, presents a unique opportunity to rapidly move this compound into the U.S. market as early as 2019.

“In addition, there is some earlier work by academic centers suggesting that intranasal ketamine might be efficacious in patients suffering from certain rare diseases. We look forward to working with the Turing team to conclude this transaction and transfer the assets as quickly as possible in order to maintain the momentum of this program.”

In January, Turing announced plans to complete the Phase I trials for TUR-002 in the first half of 2016 in Canada and start pivotal registration trials in the middle of 2016 in North America and Europe.

In relation to the axed Microlin deal, French explained: “We continue to explore opportunities to advance our existing clinical and preclinical programs through either our own efforts or those of a collaboration partner and leverage our nucleic acid drug discovery engine through collaborative partnerships or sale.

“The Marina Board of Directors and I believe that the opportunity to bring the ketamine compound to market within the next four years combined with the ability to leverage our nucleic acid assets, creates the best opportunity to build value for our shareholders."

Marina has suffered from major cash flow problems in the past and had to shut down some of its labs in 2012 to help it remain solvent. But the biotech overcame immediate financial concerns, following a $6 million financing from Tekmira investor Steven Newby back in 2014.

The company has however had another tough year in 2015/16 with its shares falling in February after it announced the need to generate more funding--which included the possibility of selling itself to another biotech--as it struggled once again for enough funds to further its research. 

But the buying out of Turing's R&D program appears to have staved off an immediate need to sell, given the 53 million shares Turing is buying. Marina's shares, which had been in the doldrums, jumped 77% by 11 am EDT on the news. 

Turing too is looking to the future after a difficult first year, with the infamy of its former CEO Martin Shkreli and the “price gouging” accusation still hanging on the company.

- check out the release
- read Microlin’s termination statement