Filed by CancerVax Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: CancerVax Corporation
Commission File No. 333-131817
CANCERVAX ANNOUNCES FDA APPROVAL OF IND FOR NOVEL
ANTI-ANGIOGENIC ANTIBODY D93
Carlsbad, California April 3, 2006 CancerVax Corporation (NASDAQ: CNVX), a biotechnology
company focused on the research, development and commercialization of biological products for the
treatment of cancer, announced today that the United States Food and Drug Administration (FDA) has
approved the Companys Investigational New Drug (IND) application for D93, an investigational,
humanized, monoclonal antibody with a novel anti-angiogenic and tumor inhibitory mechanism of
action. Preclinical studies with D93 have demonstrated its ability to reduce angiogenesis and
inhibit tumor growth in in vivo models of several types of cancer. CancerVax plans to initiate a
Phase 1 clinical trial to evaluate the safety and tolerability of D93 in the treatment of patients
with solid tumors later in 2006.
Obtaining the FDAs approval of our Investigational New Drug application for D93 is another
important step in advancing the development program for our novel drug candidate for solid tumors,
said David F. Hale, President and CEO of CancerVax Corporation.
D93 is a humanized, monoclonal antibody that inhibits tumor growth and angiogenesis, the formation
of new blood vessels that feed rapidly growing tumors. Its mechanism of action differs from other
angiogenesis inhibitors that are being evaluated in clinical trials or that have been approved by
the FDA, such as Avastin® (bevacizumab). D93 selectively binds to targets in the extracellular
matrix, a molecular network that provides structural support to tissues and regulates cellular
processes such as adhesion, migration and cell growth. These targets are exposed during tumor
formation, when the collagen comprising the extracellular matrix is denatured or remodeled by tumor
cells.
In preclinical studies, D93 has been shown to preferentially bind to denatured collagen in
melanoma and colon, lung and breast tumors. Administering D93 with Taxol® (paclitaxel) has been
demonstrated to inhibit tumor growth in animal models of human breast cancer better than either
treatment alone. D93 has also been shown to inhibit tumor growth in pancreatic and melanoma tumor
models, and by fluorescent antibody techniques to bind preferentially to the extracellular matrix
around blood vessels in tumor sections taken from patients with cancer, as compared to healthy
tissues adjacent to the tumor.
About CancerVax Corporation (www.cancervax.com)
CancerVax Corporation is a biotechnology company focused on the research, development and
commercialization of novel biological products for the treatment and control of cancer. The
Companys leading product candidate is D93, an anti-angiogenic, humanized, monoclonal antibody.
CancerVax filed
an investigational new drug application and plans to initiate a Phase 1 clinical trial with D93 in
patients with solid tumors in 2006.
In January 2006, CancerVax announced that it had entered into a definitive agreement to merge with
Micromet, AG, a private, Munich, Germany-based biotechnology company with a focus on the
development of novel, proprietary antibody-based products for cancer and inflammatory and
autoimmune diseases. The merger, which is subject to a number of conditions, is expected to close
in the second quarter of 2006. Upon closing of the transaction, the Companys shares are expected
to continue to trade on the NASDAQ National Market. CancerVax will be renamed Micromet, Inc.,
and application has been made to NASDAQ to change the ticker symbol to MITI. On March 31, 2006,
CancerVax filed an amended registration statement on Form S-4 with the U.S. Securities and Exchange
Commission in connection with the transaction. This registration statement contains a proxy
statement/prospectus.
Forward-Looking Statements
CancerVax cautions you that statements included in this press release that are not a description of
historical facts are forward-looking statements. For example, statements about the Companys
expectations, beliefs, plans, objectives, assumptions or future events or performance are not
historical facts and are all forward-looking statements. These forward-looking statements, which
may be identified by the use of words or phrases such as believe, may, could, will,
estimate, continue, anticipate, intend, seek, plan, expect, should, or would, are
based upon CancerVaxs current expectations. The Companys actual results and the timing of events
may differ materially from those set forth in this release as a result of certain risks and
uncertainties, including, without limitation: the risk that the U.S. Food and Drug Administration
will not approve CancerVax IND for D93, or that such approval will be delayed or require
substantial additional testing and information, which could result in increased costs and
uncertainty; CancerVaxs ability to initiate the planned Phase 1 clinical trial for D93 and
otherwise successfully develop this and CancerVaxs other product candidates, which are in early
stages of development and are subject to a high risk of failure; the Companys dependence on
sole-source suppliers to provide its product candidates, including D93, for early-stage clinical
trials; CancerVaxs ability to successfully manage its remaining resources, including available
cash, while it seeks to implement the merger with Micromet; the risk that, in the event that the
merger with Micromet is not successful, CancerVax may be unable to access additional capital
necessary to continue to fund its operations and new product development programs; and other risks
detailed in CancerVaxs Securities and Exchange Commission filings, including Amendment No. 1 to
CancerVaxs registration statement on Form S-4 filed with the SEC on March 31, 2006, and
CancerVaxs Annual Report on Form 10-K for the fiscal year ended December 31, 2005. You are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date hereof. Any forward-looking statements are made pursuant to Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and,
as such, speak only as of the date made. CancerVax undertakes no obligation to publicly update any
forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger transaction with Micromet, AG, on February 13, 2006,
CancerVax filed with the SEC a registration statement that contains a proxy statement/prospectus.
Investors and securityholders of CancerVax and Micromet are urged to read the proxy
statement/prospectus (including any amendments or supplements to the proxy statement/prospectus)
regarding the proposed transaction because it contains important information about CancerVax,
Micromet and the proposed transaction. CancerVaxs stockholders can obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about CancerVax and Micromet,
without charge, at the SECs Internet site (http://www.sec.gov). Copies of the proxy
statement/prospectus and the filings with the SEC that are incorporated by reference in the proxy
statement/prospectus can also be obtained, without charge, by directing a request to CancerVax
Corporation, 2110 Rutherford Road, Carlsbad, CA 92008, Attention: Investor Relations, Telephone:
(760) 494-4200.
Participants in the Solicitation
CancerVax and its directors and executive officers and Micromet and its directors and executive
officers may be deemed to be participants in the solicitation of proxies from the stockholders of
CancerVax in connection with the proposed transaction. Information regarding the special interests
of these directors and executive officers in the merger transaction are included in the proxy
statement/prospectus referred to above. Additional information regarding the directors and
executive officers of CancerVax is also included in CancerVaxs proxy statement for its 2005 Annual
Meeting of Stockholders, which was filed with the SEC on April 28, 2005. This document is available
free of charge at the SECs web site (http://www.sec.gov) and from Investor Relations at CancerVax
at the address described above.
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Contact for CancerVax Corporation
William R. La Rue
SVP & Chief Financial Officer
+1 760-494-4200
ir@cancervax.com
http://www.cancervax.com