Merck to Acquire SmartCells, Inc.


December 2, 2010 7:41 am ET

Merck & Co., Inc., (NYSE:MRK) and SmartCells, Inc., today announced that
they have entered into a definitive agreement under which Merck will
acquire SmartCells, a private company developing a glucose responsive
insulin formulation for the treatment of diabetes mellitus.

“Maintaining control of blood glucose levels represents a daily
challenge for people living with diabetes,” said Nancy Thornberry,
senior vice president and head, diabetes and obesity franchise, 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.”

Under the terms of the agreement, Merck will acquire all outstanding
stock of SmartCells, Inc. In return SmartCells shareholders will receive
an upfront cash payment and be eligible to receive clinical development
and regulatory milestones for products resulting from the transaction
for potential aggregate payments in excess of $500 million. Sales-based
payments for products resulting from the transaction will also be
payable. SmartCells’ board of directors has unanimously approved the

“At SmartCells, we have made important progress in rapidly advancing
from early concept towards clinical development,” said Todd C. Zion,
Ph.D., president, co-founder and chief executive officer. “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.”

SmartCells has developed a technology platform that 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) compared with standard insulin
analogs and improve control over both fasting and post meal glucose

About SmartCells

SmartCells, Inc. is focused on developing glucose-regulated SmartInsulin
products for the treatment of diabetes. The company’s core technology
was originally developed at The Massachusetts Institute of Technology by
its president, co-founder and chief executive officer Dr. Todd Zion.
SmartCells has since developed the platform into several clinical
candidates with the support of grant awards from the National Institutes
of Health and equity investments from members of Boston Harbor Angels,
Angel Healthcare Investors, Beacon Angels and Cherrystone Angel Group.
For more information, visit

About Merck

Today’s Merck is a global healthcare leader working to help the world be
well. Merck is known as MSD outside the United States and Canada.
Through our prescription medicines, vaccines, biologic therapies, and
consumer care and animal health products, we work with customers and
operate in more than 140 countries to deliver innovative health
solutions. We also demonstrate our commitment to increasing access to
healthcare through far-reaching policies, programs and partnerships. For
more information, visit

Merck Forward Looking Statement

This news release includes “forward-looking statements” within the
meaning of the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995. The

forward-looking statements may include statements regarding product
development, product potential, the company’s plans, objectives,
expectations and intentions and other statements that are not historical
facts. Such statements are based upon the current beliefs and
expectations of Merck’s management and are subject to significant risks
and uncertainties. Actual results may differ from those set forth in the
forward-looking statements.

The following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: the
impact of pharmaceutical industry regulation and health care
legislation; Merck’s ability to accurately predict future market
conditions; dependence on the effectiveness of Merck’s patents and other
protections for innovative products; the risk of new and changing
regulation and health policies in the United States and internationally
and the exposure to litigation and/or regulatory actions.

Merck undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise. Additional factors that could cause results to differ
materially from those described in the forward-looking statements can be
found in Merck’s 2009 Annual Report on Form 10-K and the company’s other
filings with the Securities and Exchange Commission (SEC) available at
the SEC’s Internet site (

Photos/Multimedia Gallery Available:

Merck & Co., Inc.
Ian McConnell, 908-423-3046
Joe Romanelli, 908-423-5088
SmartCells, Inc.
Vice President of Operations
James Herriman, 978-927-4246

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