Pennsylvania-basedCephalon has signed a definitive merger agreement to acquire all of the outstanding capital stock of Gemin X Pharmaceuticals, a privately-held biopharmaceutical company developing first-in-class cancer therapeutics, for $225 million cash on a cash-free, debt-free basis.

Gemin X is developing a pipeline of targeted cancer therapeutics based on reinitiating programmed forms of cell death, including apoptotic and autophagic cell death, and based on the inhibition of metabolism in cancerous cells. Gemin X's lead product candidate, obatoclax (GX15-070), is a pan Bcl-2 inhibitor with particular potency for the dominant protein Mcl-1 and is currently completing a randomized, controlled, phase IIb clinical trial in more than 160 patients with extensive stage small cell lung cancer.

"I am pleased to have entered into a merger agreement with Gemin X," said Kevin Buchi, CEO of Cephalon.  "Its array of novel, targeted cancer therapeutics is a welcome addition to our current oncology portfolio. I am particularly excited about Gemin X's lead compound, obatoclax, which if successful has the potential to significantly benefit patients suffering from small cell lung cancer—a devastating disease for which current treatments are limited and additional therapies are desperately needed."

The merger is expected to close in the second quarter of 2011, after which Gemin X will become a wholly-owned subsidiary of Cephalon.