Aventis Pharma to Create New Gencell Entity; Aventis Pharma and Introgen to Restructure Their Collaboration in Gene Therapy

Apr 02, 2001, 01:00 ET from Introgen Therapeutics, Inc. and Aventis Pharma

    FRANKFURT, Germany and AUSTIN, Texas, April 2 /PRNewswire/ -- Aventis
 Pharma, the pharmaceutical company of Aventis (NYSE:   AVE) announced today that
 it intends to restructure its Gencell gene therapy division into a separate
 operating company.  Simultaneously, Aventis Pharma and
 Introgen Therapeutics, Inc. (Nasdaq:   INGN) announced that they have signed a
 letter of intent to restructure their existing collaboration arrangement.  A
 web cast conference call to discuss this announcement is scheduled for 5:00 pm
 EDT today, see details below.
     The restructuring of Aventis Pharma's gene therapy division is part of
 Aventis Pharma's ongoing strategy to focus on its core areas of prescription
 pharmaceuticals, vaccines and therapeutic proteins.  It will result in Aventis
 holding two gene therapy investments -- Introgen and Gencell.
     Aventis Pharma will continue to fully benefit from its investment in gene
 therapy through at least one major collaboration with Gencell and through a
 minority interest in the new company.  Aventis will give Gencell greater
 autonomy in its field of expertise to become a leading and fully integrated
 gene therapy company.  As a result, Gencell will have more flexibility in
 establishing its partnerships and conducting its research projects.
     The new Gencell would own a broad portfolio of intellectual property,
 scientific collaborations and licenses.  Gencell would be dedicated to
 discovering and developing gene therapy products for the treatment of various
 diseases and would capitalize on its extensive technology platform and project
 portfolio in the field of angiogenesis, which involves the generation and
 growth of new blood vessels for treating vascular diseases, and
 antiangiogenesis for cancer.
     Under the proposed restructuring between Aventis Pharma and Introgen,
 which is subject to definitive documentation, certain due diligence and board
 approvals, Aventis Pharma will increase its equity stake in Introgen by
 investing $20 million in non-voting preferred shares of Introgen that will be
 convertible into Introgen common shares at a premium to the market price.  In
 addition, Introgen is to receive a five-percent equity stake in Gencell when
 the company is formed.  Introgen will assume responsibility for the worldwide
 development of all p53 programs under the existing collaboration between the
 two companies and will obtain exclusive worldwide commercial rights to p53
 based gene therapy products, including INGN 201.  Furthermore, the two
 companies will exchange certain intellectual property, including intellectual
 property relating to adenoviral technology and the transfer to Aventis of
 certain intellectual property by Introgen's wholly owned European subsidiary,
 Gendux.  INGN 201 is in pivotal Phase III clinical trials for the treatment of
 head and neck cancer.  Introgen intends to use the proceeds of Aventis
 Pharma's investment to fund the commercialization of INGN 201 and to begin
 building its internal sales and marketing division to support the product's
 anticipated market introduction.
     "We believe this is a great opportunity for Introgen and will enable us to
 retain a significantly greater share of the downstream revenue for INGN 201,"
 said David G. Nance, president and CEO of Introgen.  "We are looking forward
 to the successful completion of the clinical development of INGN 201 and
 initiating efforts to support the market introduction of INGN 201.  The
 oncology market is characterized by a concentration of specialists in a
 relatively few major cancer centers and can be effectively addressed by a
 targeted sales force, which can also be leveraged to support the introduction
 of our additional products as they progress toward the commercialization
 stage."
     The collaboration between Aventis Pharma and Introgen began in 1994 and
 focused on the development of gene therapy with the p53 gene.  INGN 201 uses a
 proprietary adenoviral technology to target the p53 gene to kill cancer cells
 and suppress tumor growth through multiple molecular mechanisms.  In addition
 to head and neck cancer, INGN 201 is being developed for numerous cancer
 indications including lung, prostate, bladder and breast cancer.
     Commenting on the restructuring of Gencell, Francois Meyer, Ph.D., Aventis
 Pharma senior vice president of Drug Innovation and Approval France and
 worldwide head of Gencell, declared, "Both Aventis Pharma and Gencell will
 maximize their investment in gene therapy through this arrangement.  Aventis
 Pharma will participate in the future growth of the gene therapy business and
 Gencell will better leverage its technological platform.  Gencell, operating
 as an independent company, will be in an excellent position to negotiate and
 collaborate with biotechnology and pharmaceutical partners."
     The new Gencell would continue to operate from France (Paris area) and the
 U.S. (Hayward, California) and to favor the network approach to discover and
 develop gene therapy products by devoting a substantial part of its resources
 to external collaborations.  Key collaborations include Stanford University,
 St Elizabeth Medical Center, Boston, MD Anderson Cancer Center, Houston, AMRAD
 and the University of Melbourne in Australia, INSERM and CNRS in France.  The
 precise legal structure for the new Gencell and its financial structure have
 not yet been determined.
 
     Aventis, a world leader in pharmaceuticals and agriculture, is dedicated
 to improving life through the discovery and development of innovative
 products.  In 2000, Aventis generated group sales of 22.3 billion Euros and
 employed 92,500 people in its Pharma and Agriculture businesses.  Aventis
 announced in November 2000 that it intends to focus on pharmaceuticals and
 plans to divest its activities in agriculture.  Aventis was launched in
 December 1999 through the merger of Hoechst AG of Germany and Rhone-Poulenc SA
 of France.  Corporate headquarters are in Strasbourg, France.
     Aventis Pharma AG is the pharmaceutical company of Aventis.  Aventis
 Pharma is dedicated to treating and preventing human disease through the
 discovery, development, manufacture and sale of innovative pharmaceutical
 products aimed at satisfying unmet medical needs.  Aventis Pharma focuses on
 important therapeutic areas such as cardiovascular, oncology, infectious
 diseases, arthritis, allergies and respiratory disorders, diabetes and the
 central nervous system disorders.  Aventis Pharma has its corporate
 headquarters in Frankfurt, Germany.  Aventis Pharma encompasses Aventis
 Pasteur; a world leader in vaccines based in Lyon, France, and Aventis
 Behring, a world leader in therapeutic proteins headquartered in King of
 Prussia, Pennsylvania, USA.
 
     Introgen is a leader in the development and production of gene-based drugs
 for the treatment of cancer and other diseases.  Introgen's product candidates
 engage precise molecular targets to produce a highly specific therapeutic
 effect.  By selectively killing cancer cells and harnessing natural protection
 mechanisms, Introgen's product candidates may be less toxic than conventional
 treatments.  Introgen specializes in combining appropriate gene delivery
 systems and therapeutic genes to make its gene-based drugs.  Introgen's lead
 product candidate, INGN 201, is currently in Phase III clinical trials for the
 treatment of head and neck cancer.  INGN 201 has been used in numerous
 clinical trials worldwide either alone or in combination with conventional
 treatments such as chemotherapy and radiotherapy.  Introgen is also conducting
 a Phase II clinical trial for INGN 201 in lung cancer and Phase I trials for
 INGN 201 in additional cancer indications including prostate, ovarian,
 bladder, brain and breast cancer.  New applications using the human immune
 system with INGN 201 are being explored.  Introgen's second product candidate,
 INGN 241 (Adenoviral-mda7) for the treatment of solid tumors, is in Phase I
 clinical development.
 
     Certain statements in this press release that are not strictly historical
 may be "forward-looking" statements, which involve risks and uncertainties.
 Such forward-looking statements include, but are not limited to, those
 relating to the future formation of Gencell, Introgen's commercial
 introduction of INGN 201, Introgen's future revenue related to INGN 201, the
 successful completion of the clinical development of INGN 201 and the safety
 and efficacy of Aventis or Introgen's gene therapy product candidates.  There
 can be no assurance that Introgen or Gencell will be able to commercially
 develop gene-based drugs, that necessary regulatory approvals will be obtained
 or that any clinical trials or studies undertaken will be successful or that
 the proposed treatments will prove to be safe and/or effective.  Various risks
 and uncertainties that affect the results of operations and prospects of
 Introgen are detailed from time to time in Introgen's filings with the
 Securities and Exchange Commission, including Introgen's prospectus dated
 October 12, 2000, filed with the Securities and Exchange Commission and the
 10-Q filed with the Securities and Exchange Commission on February 14, 2001.
 Various risks and uncertainties that affect the results of operations and
 prospects of Aventis are detailed from time to time in Aventis' filings with
 the Securities and Exchange Commission, including the current Annual Report on
 Form 20-F.  Neither Introgen nor Aventis undertakes any obligation to publicly
 release the results of any revisions to any forward-looking statements that
 reflect events or circumstances arising after the date hereof.
     For more information on Aventis, please visit Aventis' Website at
 www.aventis.com.
 
     Editor's Note:  For more information about this announcement and to access
 the web cast, please visit Introgen's live media kit at www.noonanrusso.com.
 For more information on Introgen Therapeutics, or for a menu of archived press
 releases, please visit the Introgen's Website at: www.introgen.com or by
 calling Introgen's toll-free Investor Relations hotline in the U.S. at
 1-877-776-GENE or 1-877-776-4363.
 
      Contacts:
 
      Aventis Pharma
      Dr. Felicitas Feick,
      External Communications
      Tel.:  +49 69 305 4995
      Fax:  +49 69 305 82852
      Email : Felicitas.Feick@Aventis.com
 
      Aventis Pharma
      Francois Gros
      External Communications France
      Tel.:  +33 (0)1 55 71 67 76
      Fax:  +33 (0)1 55 71 43 96
      Email: Francois.Gros@Aventis.com
 
      Introgen Therapeutics, Inc.
      Channing Burke
      (512) 708 9310 Ext. 322
      Email: c.burke@introgen.com
 
      Noonan/Russo Communications
      Tony Russo or Ernie Knewitz
      (212) 696 4455, Ext. 204
 
 

SOURCE Introgen Therapeutics, Inc. and Aventis Pharma
    FRANKFURT, Germany and AUSTIN, Texas, April 2 /PRNewswire/ -- Aventis
 Pharma, the pharmaceutical company of Aventis (NYSE:   AVE) announced today that
 it intends to restructure its Gencell gene therapy division into a separate
 operating company.  Simultaneously, Aventis Pharma and
 Introgen Therapeutics, Inc. (Nasdaq:   INGN) announced that they have signed a
 letter of intent to restructure their existing collaboration arrangement.  A
 web cast conference call to discuss this announcement is scheduled for 5:00 pm
 EDT today, see details below.
     The restructuring of Aventis Pharma's gene therapy division is part of
 Aventis Pharma's ongoing strategy to focus on its core areas of prescription
 pharmaceuticals, vaccines and therapeutic proteins.  It will result in Aventis
 holding two gene therapy investments -- Introgen and Gencell.
     Aventis Pharma will continue to fully benefit from its investment in gene
 therapy through at least one major collaboration with Gencell and through a
 minority interest in the new company.  Aventis will give Gencell greater
 autonomy in its field of expertise to become a leading and fully integrated
 gene therapy company.  As a result, Gencell will have more flexibility in
 establishing its partnerships and conducting its research projects.
     The new Gencell would own a broad portfolio of intellectual property,
 scientific collaborations and licenses.  Gencell would be dedicated to
 discovering and developing gene therapy products for the treatment of various
 diseases and would capitalize on its extensive technology platform and project
 portfolio in the field of angiogenesis, which involves the generation and
 growth of new blood vessels for treating vascular diseases, and
 antiangiogenesis for cancer.
     Under the proposed restructuring between Aventis Pharma and Introgen,
 which is subject to definitive documentation, certain due diligence and board
 approvals, Aventis Pharma will increase its equity stake in Introgen by
 investing $20 million in non-voting preferred shares of Introgen that will be
 convertible into Introgen common shares at a premium to the market price.  In
 addition, Introgen is to receive a five-percent equity stake in Gencell when
 the company is formed.  Introgen will assume responsibility for the worldwide
 development of all p53 programs under the existing collaboration between the
 two companies and will obtain exclusive worldwide commercial rights to p53
 based gene therapy products, including INGN 201.  Furthermore, the two
 companies will exchange certain intellectual property, including intellectual
 property relating to adenoviral technology and the transfer to Aventis of
 certain intellectual property by Introgen's wholly owned European subsidiary,
 Gendux.  INGN 201 is in pivotal Phase III clinical trials for the treatment of
 head and neck cancer.  Introgen intends to use the proceeds of Aventis
 Pharma's investment to fund the commercialization of INGN 201 and to begin
 building its internal sales and marketing division to support the product's
 anticipated market introduction.
     "We believe this is a great opportunity for Introgen and will enable us to
 retain a significantly greater share of the downstream revenue for INGN 201,"
 said David G. Nance, president and CEO of Introgen.  "We are looking forward
 to the successful completion of the clinical development of INGN 201 and
 initiating efforts to support the market introduction of INGN 201.  The
 oncology market is characterized by a concentration of specialists in a
 relatively few major cancer centers and can be effectively addressed by a
 targeted sales force, which can also be leveraged to support the introduction
 of our additional products as they progress toward the commercialization
 stage."
     The collaboration between Aventis Pharma and Introgen began in 1994 and
 focused on the development of gene therapy with the p53 gene.  INGN 201 uses a
 proprietary adenoviral technology to target the p53 gene to kill cancer cells
 and suppress tumor growth through multiple molecular mechanisms.  In addition
 to head and neck cancer, INGN 201 is being developed for numerous cancer
 indications including lung, prostate, bladder and breast cancer.
     Commenting on the restructuring of Gencell, Francois Meyer, Ph.D., Aventis
 Pharma senior vice president of Drug Innovation and Approval France and
 worldwide head of Gencell, declared, "Both Aventis Pharma and Gencell will
 maximize their investment in gene therapy through this arrangement.  Aventis
 Pharma will participate in the future growth of the gene therapy business and
 Gencell will better leverage its technological platform.  Gencell, operating
 as an independent company, will be in an excellent position to negotiate and
 collaborate with biotechnology and pharmaceutical partners."
     The new Gencell would continue to operate from France (Paris area) and the
 U.S. (Hayward, California) and to favor the network approach to discover and
 develop gene therapy products by devoting a substantial part of its resources
 to external collaborations.  Key collaborations include Stanford University,
 St Elizabeth Medical Center, Boston, MD Anderson Cancer Center, Houston, AMRAD
 and the University of Melbourne in Australia, INSERM and CNRS in France.  The
 precise legal structure for the new Gencell and its financial structure have
 not yet been determined.
 
     Aventis, a world leader in pharmaceuticals and agriculture, is dedicated
 to improving life through the discovery and development of innovative
 products.  In 2000, Aventis generated group sales of 22.3 billion Euros and
 employed 92,500 people in its Pharma and Agriculture businesses.  Aventis
 announced in November 2000 that it intends to focus on pharmaceuticals and
 plans to divest its activities in agriculture.  Aventis was launched in
 December 1999 through the merger of Hoechst AG of Germany and Rhone-Poulenc SA
 of France.  Corporate headquarters are in Strasbourg, France.
     Aventis Pharma AG is the pharmaceutical company of Aventis.  Aventis
 Pharma is dedicated to treating and preventing human disease through the
 discovery, development, manufacture and sale of innovative pharmaceutical
 products aimed at satisfying unmet medical needs.  Aventis Pharma focuses on
 important therapeutic areas such as cardiovascular, oncology, infectious
 diseases, arthritis, allergies and respiratory disorders, diabetes and the
 central nervous system disorders.  Aventis Pharma has its corporate
 headquarters in Frankfurt, Germany.  Aventis Pharma encompasses Aventis
 Pasteur; a world leader in vaccines based in Lyon, France, and Aventis
 Behring, a world leader in therapeutic proteins headquartered in King of
 Prussia, Pennsylvania, USA.
 
     Introgen is a leader in the development and production of gene-based drugs
 for the treatment of cancer and other diseases.  Introgen's product candidates
 engage precise molecular targets to produce a highly specific therapeutic
 effect.  By selectively killing cancer cells and harnessing natural protection
 mechanisms, Introgen's product candidates may be less toxic than conventional
 treatments.  Introgen specializes in combining appropriate gene delivery
 systems and therapeutic genes to make its gene-based drugs.  Introgen's lead
 product candidate, INGN 201, is currently in Phase III clinical trials for the
 treatment of head and neck cancer.  INGN 201 has been used in numerous
 clinical trials worldwide either alone or in combination with conventional
 treatments such as chemotherapy and radiotherapy.  Introgen is also conducting
 a Phase II clinical trial for INGN 201 in lung cancer and Phase I trials for
 INGN 201 in additional cancer indications including prostate, ovarian,
 bladder, brain and breast cancer.  New applications using the human immune
 system with INGN 201 are being explored.  Introgen's second product candidate,
 INGN 241 (Adenoviral-mda7) for the treatment of solid tumors, is in Phase I
 clinical development.
 
     Certain statements in this press release that are not strictly historical
 may be "forward-looking" statements, which involve risks and uncertainties.
 Such forward-looking statements include, but are not limited to, those
 relating to the future formation of Gencell, Introgen's commercial
 introduction of INGN 201, Introgen's future revenue related to INGN 201, the
 successful completion of the clinical development of INGN 201 and the safety
 and efficacy of Aventis or Introgen's gene therapy product candidates.  There
 can be no assurance that Introgen or Gencell will be able to commercially
 develop gene-based drugs, that necessary regulatory approvals will be obtained
 or that any clinical trials or studies undertaken will be successful or that
 the proposed treatments will prove to be safe and/or effective.  Various risks
 and uncertainties that affect the results of operations and prospects of
 Introgen are detailed from time to time in Introgen's filings with the
 Securities and Exchange Commission, including Introgen's prospectus dated
 October 12, 2000, filed with the Securities and Exchange Commission and the
 10-Q filed with the Securities and Exchange Commission on February 14, 2001.
 Various risks and uncertainties that affect the results of operations and
 prospects of Aventis are detailed from time to time in Aventis' filings with
 the Securities and Exchange Commission, including the current Annual Report on
 Form 20-F.  Neither Introgen nor Aventis undertakes any obligation to publicly
 release the results of any revisions to any forward-looking statements that
 reflect events or circumstances arising after the date hereof.
     For more information on Aventis, please visit Aventis' Website at
 www.aventis.com.
 
     Editor's Note:  For more information about this announcement and to access
 the web cast, please visit Introgen's live media kit at www.noonanrusso.com.
 For more information on Introgen Therapeutics, or for a menu of archived press
 releases, please visit the Introgen's Website at: www.introgen.com or by
 calling Introgen's toll-free Investor Relations hotline in the U.S. at
 1-877-776-GENE or 1-877-776-4363.
 
      Contacts:
 
      Aventis Pharma
      Dr. Felicitas Feick,
      External Communications
      Tel.:  +49 69 305 4995
      Fax:  +49 69 305 82852
      Email : Felicitas.Feick@Aventis.com
 
      Aventis Pharma
      Francois Gros
      External Communications France
      Tel.:  +33 (0)1 55 71 67 76
      Fax:  +33 (0)1 55 71 43 96
      Email: Francois.Gros@Aventis.com
 
      Introgen Therapeutics, Inc.
      Channing Burke
      (512) 708 9310 Ext. 322
      Email: c.burke@introgen.com
 
      Noonan/Russo Communications
      Tony Russo or Ernie Knewitz
      (212) 696 4455, Ext. 204
 
 SOURCE  Introgen Therapeutics, Inc. and Aventis Pharma