BIOALLIANCE PHARMA : BioAlliance Pharma sets up European Joint Venture with Spepharm to sell Loramyc

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Specialty pharma BioAlliance will receive up to 29.5M¤ for Loramyc® in Europe while sharing sales force and marketing investments

Paris and Amsterdam, March 8 2007--BioAlliance Pharma SA (Euronext Paris - Code Isin : FR0010095596 - BIO), a specialty pharmaceutical company focused on the development and marketing of innovative therapeutics targeting drug resistance in cancer, HIV, and opportunistic infections, announces today it is joining forces with Spepharm BV, Amsterdam, a specialty pharmaceutical company dedicated to innovative products promotion throughout Europe, in a 50/50 marketing Joint Venture.

The Joint Venture will be based in the Netherlands and is being formed to commercialise Loramyc®. Loramyc® is the first BioAlliance's product approved for oropharyngeal candidiasis in France in October 06 and this Marketing Authorization is the first step of the mutual recognition procedure in the other EU countries . Under the terms of the Joint Venture agreement, BioAlliance will receive up to 29.5M¤ from Spepharm.

Firstly there will be a 5M¤ investment in equity at trading average of 12.79¤ per share. The equity investment component is subject to shareholders' approval at BioAlliance's next Annual General Meeting on April 24, 2007.

Then an amount of 24.5M¤ under licence fee payment. The initial payment is made up of 3M¤ in cash.  The remaining payments of 21.5M¤ are linked to approvals in two major European countries and sales performance achieved by Loramyc® in the territory covered by the Joint Venture. The territory includes the entire EU (except France where BioAlliance has already settled down its own marketing and sales oncology organisation), plus two countries outside the  EU: Switzerland and Norway.

BioAlliance has the option to re-acquire SpePharm's Joint Venture participation and the distribution rights at any time after the fifth year of commercialisation by the Joint Venture, at already agreed conditions.

"This 50/50 Joint Venture structure illustrates BioAlliance's transition from an R&D company to a fully-fledged "specialty Pharma" with a marketing and sales organization in Europe," said Dominique Costantini, President and CEO at BioAlliance. "Not only do we want to accelerate sales in Europe by having appropriate market coverage and achieve substantial revenues, but also share the marketing investments that are a key factor in the successful launch of Loramyc®.

BioAlliance management has already worked with Jean-François Labbé at HMR and had the opportunity to fully appreciate his marketing and international expertise. "Working with Spepharm, a company under Jean François's leadership, makes us fully confident of being able to extract the full market potential of Loramyc®," she added.

Spepharm was founded in 2006 by Jean-François Labbé, a former top executive from Hoechst Marion Roussel and the Warner Lambert group. Jean-François Labbé recently built up OTL-Pharma, a European marketing company for orphan and hospital products, recently sold to Prostrakan. Spepharm investors include TVM (Techno Ventures Management, Germany) and Sanders Morris Harris (USA) and has raised EUR 20M in 2006. Spepharm's goal is to rapidly become a profitable company with a dedicated sales force promoting innovative products throughout Europe and operating in specialty markets, mainly in the oncology field. Loramyc® represents the second product to which Spepharm has acquired specific European marketing rights.

"Selling Loramyc® together with BioAlliance is a perfect fit as Spepharm seeks to market products throughout Europe and to create specific relationships with hospital specialists, mainly in the oncology field," said Jean-François Labbé. "We are very excited about this major project and working closely with Dominique Costantini and Gilles Avenard's team at BioAlliance."


About BioAlliance Pharma
BioAlliance Pharma SA (Euronext Paris: BIO) is an emerging specialty pharmaceutical company focused on the development of innovative therapeutics targeting drug resistance in cancer, HIV, and severe and opportunistic infections.

Specialty pharma targets the development and marketing of drugs for specialist markets and selected populations. This business model, unlike that of "big pharma" which targets general medicine, offers faster product development, lower R&D costs, smaller sales teams, and hence higher margins and fast growth.

The Company is developing three broad product ranges based on the Lauriad® mucoadhesive technology which allows an early and prolonged release of therapeutic agents at the site of the disease, the Transdrug® nanoparticle technology designed specifically for intracellular targeting, and a New Chemical Entities program focused on development of new drugs in oncology and HIV.

The Loramyc® (miconazole Lauriad®) 50 mg Mucoadhesive Buccal Tablet has completed two Phase III clinical trials in Europe for treatment of oropharyngeal candidiasis (OPC) in cancer and HIV patients. In October 2006, the company obtained Marketing Authorization for this product in France. A pivotal Phase III trial of Loramyc® is ongoing in the US for the same indication. The company has submitted a Phase III protocol for a second product, acyclovir Lauriad®, an oral herpes treatment. Approval was granted in Australia, France and the Czech Republic in February 2007. A Phase II/III trial in primary liver cancer (hepatocellular carcinoma or HCC) utilizing the Company's doxorubicin Transdrug® nanoparticle delivery technology started in Europe in December 2006. This product has been granted orphan drug status by the EMEA and the FDA.

About Spepharm Holding B.V., TVM Capital and Sanders Morris Harris 
Spepharm Holding B.V. is a Dutch company with its registered office in Amsterdam and its European operational headquarters is based within its French subsidiary in Paris, France.  Spepharm is a newly-formed pan-European specialty pharmaceutical company focused on the hospital and specialty markets, particularly oncology and endocrinology Last July 2006, Spepharm acquired from Valera Pharmaceuticals Inc. the exclusive European marketing and distribution rights to Vantas®, a 12-month implant for the treatment of advanced prostate cancer, already marketed in the United States by Valera, and Supprelin®, its pediatric form, a 12-month implant for the treatment of central precocious puberty.

Spepharm was founded by Jean-François Labbé together with leading life science investment firms TVM Capital and Sanders Morris Harris. Jean-François Labbé is a former top executive at Hoechst Marion Roussel and Warner Lambert with over 30 years of experience in pharmaceutical international management. TVM Capital was founded in 1983, and was one of the first venture capital firms formed in Germany. It has been an active participant in the U.S. market since 1986.To date, TVM Capital has raised over EUR 1.3 billion in six fund generations and established itself as a leading technology investment group in Europe and the United States. Sanders Morris Harris is a financial services holding company headquartered in Houston, Texas. It provides a broad range of services, including investment banking, asset management, securities brokerage, investment advisory services and fiduciary services through its wholly owned operating subsidiaries. Sanders Morris Harris manages in excess of USD 10 billion in client assets.


Disclaimer
This communication expressly or implicitly contains certain forward-looking statements concerning BioAlliance Pharma SA and its business.  Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of BioAlliance Pharma SA to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  BioAlliance Pharma SA is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.
For a discussion of risks and uncertainties which could cause actual results, financial condition, performance or achievements of BioAlliance Pharma SA to differ from those contained in the forward-looking statements please refer to the Risk Factors (Facteurs de Risque) section of the reference document approved by the AMF on 28 April 2006 under the number R. 06-042, which is available on the AMF website http://www.amf-france.org or BioAlliance Pharma S.A.'s website http://www.bioalliancepharma.com


BioAlliance Pharma SA
Dominique COSTANTINI 
President and CEO 
Tel : +33 1 45 58 76 01
dominique.costantini@bioalliancepharma.com  
  Nicolas FELLMANN
Chief Financial Officer
Tel : +33 1 45 58 71 00
nicolas.fellmann@bioalliancepharma.com
Spepharm
Jean-François Labbé
Managing Director
Tel : +33 (0) 1 56 60 52 46
Jean-francois.labbe@spepharm.com
   
ACTUS
Agnès GILBERT  
Tel : +33 1 53 67 36 33 
agilbert@actus.fr  
  Nicole ROFFÉ
Tel : +33 1 53 67 35 74
nroffe@actus.fr
Andrew Lloyd & Associates
Gilles PETITOT
Tel : +33 1 56 54 07 07
gilles@ala.com  
  Juliette DOS SANTOS
Tel : +33 1 56 54 07 04
juliette@ala.com
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