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Roche-Versant deal will get an earful

by Ben Fidler  |  Published October 15, 2012 at 10:41 AM
Roche Holding AG teamed with Versant Ventures and small molecule pharmaceutical incubator Inception Sciences Inc. to create a drug developer with an eye toward buying the entity at an agreed-upon price, marking another twist in the evolving world of life sciences dealmaking.

Roche, Versant and Inception Sciences signed an exclusive partnership to form Inception 3, an entity that will create drugs to treat sensorineural hearing loss, or SNHL.

The malady is the most common type of permanent hearing loss and occurs when the sensory cells that detect sound are either injured, don't work correctly or have died. Roughly 275 million people worldwide are afflicted with some type of hearing impairment.

Roche said that the incidence of SNHL is rapidly rising due to "increasing noise exposure and aging populations." There are no approved pharmaceutical therapies for the condition.

Under the deal, Inception 3 will use a drug technology platform from Stanford University for a project headed by executives at Inception Sciences. Versant, a San Francisco and Newport Beach, Calif., venture capital firm, will provide an unspecified amount of equity financing to the company, with Roche chipping in cash for research costs when the entity hits certain milestones.

Roche will then have the exclusive option to acquire Inception 3 once the company files an investigational new drug, or IND, application for its first lead compound.

The tie-up is yet another example of the creative dealmaking occurring between Big Pharma, VC firms, and small drugmakers or biotechnology outfits. Pharmaceutical companies and biotech companies have increasingly formed unique partnerships to help move along early-stage drugs. The pharma giants are seeking access to innovative drugs and biotechs need the financial means to move their compounds through clinical trials.

Such deals have taken a variety of different forms. Sometimes Big Pharma will pour money into funds that invest in various life sciences companies. GlaxoSmithKline plc and Johnson & Johnson took this approach in March when they joined with Index Ventures to launch a $200 million fund, Index Life VI.

Other times, Big Pharma will help fund trials in exchange for a buyout option, much like Novartis AG did roughly a month ago when it formed a partnership with Selexys Pharmaceuticals Corp. that involved as much as $665 million in up-front, acquisition and milestone payments.

What sets the Roche-Inception deal apart is that it's still less common for Big Pharma to help create a company while agreeing to buy it down the road.

The benefits for Big Pharma in such a deal are twofold. On one hand, the drugmakers can potentially buy a program with big upside at a relatively low cost. On the other, it helps drugmakers outsource their research and development costs, which have skyrocketed as drugs have gotten more expensive to produce and ultimately bring to market.

"This deal structure is unique in that it enables us to pursue exciting, emerging science and develop it in partnership with venture capital and pioneers in this field," said Shafique Virani, Roche's global head of neuroscience partnering, in a statement. "The collaboration construct further gives us the flexibility in externalizing our R&D fixed-cost base into an operationally nimble new company to achieve this."

The deal brings to mind a similar, yet slightly different approach taken by Sanofi late last year. Like Roche, the French drugmaker joined with a VC firm -- in this case, Third Rock Ventures LLC -- to create Warp Drive Bio, a company with a genomics search engine that can be used to find molecules and turn them into drugs.

Specifically, Sanofi, Third Rock and other investors agreed to pour in up to $125 million via a Series A round done simultaneously with the founding of the company. The agreement included a put option through which Sanofi has the exclusive right to buy Warp Drive at a fixed price, providing an in-house acquirer, certainty of funding for the company and returns for investors.

Basel, Switzerland-based Roche is best known for its oncology drugs, but it has also attempted to build out pharmacology franchises in areas such as the central nervous system, schizophrenia and Alzheimer's disease.

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Tags: Alzheimer's | GlaxoSmithKline plc | Inception Sciences Inc. | IND | Index Ventures | investigational new drug | Johnson & Johnson | Novartis AG | Roche Holding AG | schizophrenia | Selexys Pharmaceuticals Corp. | sensorineural hearing loss | Shafique Virani | SNHL | Stanford University | Third Rock Ventures LLC | Versant Ventures | Warp Drive Bio

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