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Zomedica gets global rights to develop & market Celsee’s liquid biopsy platform for use by veterinarians as cancer diagnostic

Ann Arbor, Michigan
Tuesday, December 26, 2017, 13:00 Hrs  [IST]

Zomedica Pharmaceuticals Corp, a veterinary pharmaceutical and diagnostic company, has entered into a license and supply agreement with Celsee, Inc. (Celsee), an innovator of progressive rare cell capture, characterization and retrieval products in the emerging field of liquid biopsy.

Under the terms of the agreement, Zomedica will have animal health exclusive global rights to develop and market Celsee’s liquid biopsy platform for use by veterinarians as a cancer diagnostic.

A liquid biopsy is a blood test with the potential to detect the presence of circulating tumor cells in the blood. Circulating tumor cells, commonly referred to as CTCs, are cells that have shed from a primary tumor into neighboring blood vessels and are transported throughout the body’s circulatory system. The detection of CTCs in the blood could indicate a cancer diagnosis without the need for an invasive tissue biopsy.

“Liquid biopsy is cutting-edge technology in human medicine right now and we’re excited about the opportunity to develop and market this platform for use in veterinary medicine,” stated Gerald Solensky, Jr., chief executive officer at Zomedica. “We selected the Celsee platform because of the ease of use, workflow simplicity, and flexibility to use our novel canine biomarkers. If we successfully develop Celsee’s technology, we believe we will be able to provide veterinarians with a best-in-class product they deserve when caring for their patients.”

“Our automated sample-to-result liquid biopsy platform not only exceeds current efficiency standards but also reduces the complexity involved in the capture and counting of circulating tumor cells,” stated Kalyan Handique, PhD, president at Celsee. “This agreement means we can continue to validate our technology and substantiate its value for use in prognosis and therapeutic decision making in additional species.”

Using Celsee’s liquid biopsy platform, Zomedica initially intends to develop and market ZM-017, a non-invasive diagnostic assay or blood test that helps veterinarians diagnose cancer in canines. The Veterinary Cancer Society estimates that 50 percent of dogs over the age of 10 will develop cancer and one in four dogs at some stage in their life will develop cancer. Many more canine cancer cases may go undetected due to cost constraints and other factors.

If the development of ZM-017 is successful, Zomedica expects that ZM-017 will provide veterinarians with a faster, more affordable, and less invasive test for cancer in canines compared to existing methods, which can be expensive and cost prohibitive for pet owners. Zomedica estimates the out-of-pocket cost incurred by pet owners for ZM-017 will be less expensive compared to current testing methods, which can cost thousands of dollars depending on the presentation and type of suspected cancer.

Zomedica expects to commence clinical validation of Celsee’s CTC detection technology in the first half of 2018 to determine whether CTCs can be detected in canines to confirm the existence of certain cancers with a high level of sensitivity and specificity. Assuming the successful completion of the technology validation, Zomedica expects to commence the marketing of ZM-017 during the second half of 2018, as there is no pre-market regulatory burden in the United States.

The agreement with Celsee covers the development and commercialization of liquid biopsy assays and related consumable for the detection of cancer in companion animals. The parties will initially focus on the development of a liquid biopsy for use in canines. Zomedica will be responsible for the clinical development and commercialization of the assays. Celsee will supply Zomedica on an exclusive basis with the assays and the consumables for the products to be developed under the agreement pursuant to a rolling forecast to be provided by Zomedica at prices specified in the agreement. Zomedica will be responsible for the marketing and sale of the assays and the related consumables. The agreement, which is exclusive in the field of veterinary cancer diagnostic applications, has a term of seven years (subject to termination in certain circumstances) and automatically renews for additional one-year terms thereafter.

Zomedica has agreed to pay Celsee up-front fees of $500,000 and to issue to Celsee unregistered common shares having a value of $250,000, consisting of an aggregate of 112,314 common shares to be issued at an ascribed price of $2.2259, subject to receipt of TSX-V approval. Celsee is entitled to additional payments aggregating up to an additional $1 million, payable 50 percent in cash and 50 percent in additional unregistered common shares, upon the achievement of specified milestones—namely, completion of product development (in respect of 50 percent of the foregoing cash and share payments) and upon successful completion of manufacturing (as to the remaining 50 percent of the foregoing cash and share payments). Future issuances of shares will also be subject to TSX-V approval and will be priced relative to market at the time of issuance. Celsee is entitled to certain registration rights with respect to the common shares issued by Zomedica under the agreement.

 

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