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Aptosyn

Astellas Pharma, Inc.

Drug Names(s): Exisulind, Sulindac Sulfone, Prevatac, FGN-1

Description: Aptosyn is a sulfone derivative of the nonsteroidal anti-inflammatory drug (NSAID) sulindac. In preclinical trials, Aptosyn was shown to induce apoptosis (programmed cell suicide) in a broad range of pre-cancerous and cancerous tissues. Rodent models of colon, prostate, bladder, breast, and lung cancer have yielded the most promising preclinical results.

Cell Pathways has named Aptosyn and related compounds selective apoptotic antineoplastic drugs (SAANDs), although the nomenclature has limited scientific and clinical relevance. This class of drugs putatively promotes apoptosis by inhibiting a cyclic GMP specific phosphodiesterase. Such inhibition is thought to be independent of other apoptosis mediators such as p53 and Bcl-2. Increased cyclic GMP activity leads to increased Protein Kinase G activity, which in turn is thought to promote caspase activation and apoptosis.

Deal Structure: In February 2003, OSI Pharmaceuticals announced plans to acquire Cell Pathways.

On March 1, 2010, Astellas Pharma announced they will commence a tender offer to acquire all outstanding shares of common stock of OSI Pharmaceuticals for $52.00 per share in cash, or an aggregate of approximately $3.5 billion on a fully diluted basis.

On May 16, 2010, Astellas Pharma and OSI Pharmaceuticals announced that they have entered into a definitive merger agreement under which Astellas will acquire OSI. Under the terms of the merger agreement, Astellas will increase its offer price to $57.50 per share, which represents a premium of 55% to the closing price for OSI's shares of $37.02 on February 26, 2010, the last trading day before the announcement by Astellas of its tender offer. The boards of directors of both companies have unanimously approved the combination. The all-cash transaction is valued at $4.0 billion on a fully diluted basis. The acquisition was completed on June 9, 2010.


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