Merck & Co. has unveiled an agreement to buy SmartCells Inc., a private company developing a unique technology for the treatment of diabetes.

Merck, SmartCells, diabetes, glucose-responsive insulin formulation, hypoglycemia, Nancy Thornberry, Merck Research Laboratories, glucose-responsive insulins, Todd Zion

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Merck to acquire SmartCells

December 3rd, 2010

WHITEHOUSE STATION, N.J. – Merck & Co. has unveiled an agreement to buy SmartCells Inc., a private company developing a unique technology for the treatment of diabetes.

Under the deal announced Thursday, Merck said it plans to acquire all outstanding stock of Beverly, Mass.-based SmartCells. In return, SmartCells shareholders will get an upfront cash payment and be eligible to receive clinical development and regulatory milestones for products arising from the transaction, for potential aggregate payments of over $500 million. Sales-based payments for products resulting from the transaction will also be payable, according to Merck.

SmartCells is currently developing a glucose-responsive insulin formulation for treating diabetes. Merck said the technology makes it possible to auto-regulate the release of a therapeutic based on the plasma concentration of a designated molecular indicator. In the case of insulin, the technology employs an approach whereby an insulin therapeutic is available only in the presence of a specific glucose concentration range. If this approach is successful in the clinic, it has the potential to produce insulin analogs that may result in a lower risk of hypoglycemia (low blood sugar) versus standard insulin analogs, improving control over fasting and post-meal glucose levels.

"Maintaining control of blood glucose levels represents a daily challenge for people living with diabetes," Nancy Thornberry, senior vice president and head of the diabetes and obesity franchise at Merck Research Laboratories. "Through the acquisition of SmartCells, we have obtained innovative technology that may enable us to develop glucose-responsive insulins. If this investigational technology is ultimately approved for use with patients, it could provide an important new therapy for the treatment of diabetes. This holds the potential to significantly impact the treatment of this disease."

SmartCells' board of directors has unanimously approved the acquisition agreement.

"At SmartCells, we have made important progress in rapidly advancing from early concept towards clinical development," stated Todd Zion, president, co-founder and chief executive officer of SmartCells. "This acquisition positions our novel technology for success in the hands of a leading pharmaceutical company with proven expertise and exceptional resources to deliver breakthrough diabetes products to patients."