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Roche to Absorb Seragon Pharmaceuticals

NEW YORK (The Deal) -- European drugmakers continued to look across the Atlantic on Wednesday to expand their portfolios with Switzerland's Roche Holding agreeing to buy recently created San Diego biotech Seragon Pharmaceuticals for up to $1.73 billion and France's Nicox arranging to pay as much as $120 million for Boston's Aciex Therapeutics Inc.

Roche, through its Genentech division, would pay $725 million upfront for Seragon and as much as $1 billion in milestone payments should the target's experimental breast cancer treatment prove viable.

Seragon was spun out of Aragon Pharmaceuticals Inc. after Johnson & Johnson agreed to buy Aragon last fall for as much as $1 billion. It's developing a breast cancer treatment that could target rogue cells that alter the cells that absorb estrogen.

Roche says 60% of breast cancers are estrogen-related and are often fought by halting the hormone's uptake. Unfortunately, when treatment ends -- and hormone absorption resumes -- cancer often returns or worsens.

Seragon's treatment could help, but it's at the first of three trial phases. It could be five years or more until it's ready for the market.

Seragon was funded by Aragon's backers, including Column Group, OrbiMed Advisors, Aisling Capital, TopSpin and venBio.

Meanwhile, in France, Nicox agreed to pay $65 million in new shares for Aciex Therapeutics as well as the rights to an additional $55 million in shares should certain conditions be met.

Aciex is developing a number of treatments for such eye maladies as conjunctivitis, dryness and post-surgical swelling.

"The combination with Aciex would enable Nicox to expand its therapeutic pipeline to target major segments of the ophthalmic sector, including the $816 million U.S. allergic conjunctivitis market," Nicox CEO Michele Garufi said in a statement.

Aciex was founded in 2007 and is backed by Akorn Inc., Bay City Capital LLC, HealthCare Ventures LLC, New Enterprise Associates Inc. and Ora Investment Group.

In the Seragon deal, the target took counsel from Wilson Sonsini Goodrich & Rosati PC.

In the Nicox acquisition of Aciex, MTS Securities LLC acted as financial adviser to Nicox with Mintz Levin Cohn Ferris Glovsky and Popeo PC as well as Clifford Chance LLP providing counsel.

Aquilo Partners LP acted as financial adviser to Aciex and Wilmer Cutler Pickering Hale and Dorr LLP as legal adviser.