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pSivida Corp. Announces Transformative Acquisition of Icon Bioscience Inc. and Growth Capital Financing with Essex Woodlands Healthcare Partners Company Will Rebrand as EyePoint Pharmaceuticals, Inc. Acquisition and addi

Key Takeaway: pSivida Corp. Announces Transformative Acquisition of Icon Bioscience Inc. and Growth Capital Financing with Essex Woodlands Healthcare Partners Company Will Rebrand as EyePoint Pharmaceuticals, Inc. Acquisition and additional funding significantly accelerate the company s tra

Full Press Release Details

pSivida Corp. Announces Transformative Acquisition of Icon Bioscience
Inc. and Growth Capital Financing with Essex Woodlands Healthcare
Partners Company Will Rebrand as EyePoint Pharmaceuticals, Inc.
Acquisition and additional funding significantly accelerate the company s transformation to a specialty biopharmaceutical company with
the potential to commercialize two ophthalmic products in 1H 2019
Icon Bioscience s DEXYCU (dexamethasone
intraocular suspension) 9% was approved by the FDA on February 9, 2018, and is the first long acting intraocular product approved for the treatment of postoperative inflammation
Essex Woodlands (EW) Healthcare Partners, an established growth equity firm, and a third party investor will make an equity investment in
pSivida for a total of up to approximately $60.5 million
SWK Holdings will provide up to $20 million in debt financing
pSivida Corp. will rebrand and change its name to EyePoint Pharmaceuticals Inc. (NASDAQ: EYPT) effective April 2, 2018
Conference Call and Webcast Tomorrow, March 29, 2018, at 8:00 a.m. ET
WATERTOWN, Mass., March 28, 2018 pSivida Corp. (NASDAQ: PSDV) (ASX: PVA), a specialty biopharmaceutical company committed to developing
and commercializing innovative ophthalmic products, today announced the acquisition of Icon Bioscience Inc. (Icon). Icon is a specialty biopharmaceutical company whose lead product DEXYCU (dexamethasone intraocular suspension) 9% is FDA
approved for postoperative inflammation and is administered as a single dose at the end of ocular surgery. DEXYCU is the first long-acting intraocular product approved by the FDA for the treatment of postoperative inflammation. DEXYCU utilizes
Icon s proprietary Verisome drug-delivery platform which allows for a single injection that releases over time.
The Company has entered into a financial agreement with EW Healthcare Partners. EW Healthcare Partners and a third party investor will make equity investments
in pSivida for a total of up to approximately $60.5 million. In addition, SWK Holdings Corporation (SWK) has agreed to provide pSivida with up to $20 million in a debt facility. The Company will use these resources to finance the Icon
acquisition and prepare for the commercial launches of DEXYCU and, if approved by FDA, Durasert micro-insert for the treatment of non-infectious uveitis affecting the posterior segment of the eye.
Two Potential Near-Term Launches
Strategic Rationale for Transactions
This transformative acquisition and financing are driven by the shared vision held by pSivida and its new partners, EW Healthcare Partners and SWK.
MTS Health Partners, L.P. served as pSivida s financial advisor in connection with the transaction and its affiliate, MTS Securities LLC, provided the
pSivida board of directors with a fairness opinion. Torreya Partners served as the advisor to pSivida on the debt financing. Hogan Lovells US LLP acted as pSivida s legal advisor and Danforth Advisors, LLC acted as pSivida s corporate
EW Healthcare Investment
Healthcare Partners and a third party investor will provide pSivida with funding in two tranches totaling $35 million, approximately $25.5 million of which is subject to the approval of the Company s stockholders. EW Healthcare
Partners and a third party investor also have an option, subject to the approval of the Company s stockholders, to make an additional investment of approximately $25.5 million for a total of up to $60.5 million.
Ron Eastman, a Managing Director with EW Healthcare Partners, who will immediately join pSivida s Board of Directors, said, EW
Healthcare Partners is pleased to have the opportunity to invest in Nancy Lurker and her team as they drive the growth and transformation of EyePoint Pharmaceuticals into a fully integrated specialty biopharmaceutical company. Nancy has a strong
track record of building successful commercial organizations, and we look forward to continuing to support the Company as it capitalizes on DEXYCU, Durasert and other potential ophthalmology opportunities.
pSivida also entered into a
$20 million senior secured, non-dilutive term loan agreement with SWK Funding LLC and its partners. SWK Funding LLC is a subsidiary of SWK.
We are pleased to partner with pSivida and are fully committed to working with the team to build a leading business in ophthalmology, said Winston
Black, CEO, SWK. Nancy has a proven track record of successfully commercializing products and we believe pSivida has a very attractive future.
EyePoint Pharmaceuticals Marks the Transformation of pSivida
Today s announcements significantly accelerate the transformation of pSivida into a specialty biopharmaceutical company with the potential to launch
two ophthalmic products in the first half of 2019 with the FDA approval of DEXYCU, and active regulatory review of Durasert micro-insert for posterior segment non-infectious uveitis. Our goal is to leverage
the commercial infrastructure we are building and become a sustainable growth company, said Nancy Lurker President and CEO. Our rebranding and name change reflect the tremendous progress we ve made and embody the momentum at
EyePoint Pharmaceuticals. Our goal is to establish EyePoint Pharmaceuticals as a leader in developing and launching innovative ophthalmic products in indications with high unmet medical need to improve the lives of patients with serious eye
disorders. We are pleased to partner with EW and SWK to assure that we have not only the funding to achieve our goals, but also the deep strategic and healthcare domain expertise to ensure our ability to execute on our strategy.
DEXYCU is the first long-acting intraocular product approved by the FDA for the treatment of postoperative inflammation. Cataract surgery is the
most frequent surgical procedure in the U.S., with over four million performed annually. The primary endpoint of the DEXYCU placebo-controlled Phase 3 program was to assess the percent of patients achieving total
anterior chamber cell (ACC) clearance at post-surgical Day 8. The percentage of patients with ACC clearance at post-surgical Day 8 was 60% in the DEXYCU treated group versus 20% in the placebo
group. The most commonly reported adverse reactions occurring in 5-15% of subjects included an increase in intraocular pressure, corneal edema, and iritis.
DEXYCU offers surgeons a new option to treat post-surgical inflammation with a single injection following surgery, thereby potentially eliminating the
need for patients to administer a complex regimen of steroid drops for up to 4 weeks post-surgery which many patients have difficultly adhering to, said Dr. Cynthia Matossian, MD, FACS, who is the founder and Chief Executive Officer of
Matossian Eye Associates.
EyePoint Pharmaceuticals will trade under the new NASDAQ ticker symbol EYPT effective April 2, 2018. The
former ticker symbol PSDV will remain effective through the market close on March 29, 2018. The new website for EyePoint Pharmaceuticals is www.eyepointpharma.com.
pSivida has requested that its shares be
delisted from trading on the Australian Securities Exchange. Due to a significant decrease in the proportion of the Company s common stock held by Australian shareholders, low trading activity and the costs of maintaining the listing, the
Board of Directors of pSivida after careful consideration has determined that there are minimal benefits to maintaining its listing on the ASX and that it would be in the best interests of the Company and its shareholders to delist.
pSivida Corp. will host a live webcast
and conference call tomorrow, March 29, 2018, at 8:00 a.m. ET. The conference call may be accessed by dialing (877) 312-7507 from the U.S. and Canada, or (631) 813-4828 from international locations. The conference ID is 6188674. A live webcast will be available on the Investor Relations section of the corporate website at http://www.psivida.com.
A replay of the call will be available beginning March 29, 2018, at approximately 10:30 a.m. ET and ending on April 30, 2018,
at 11:59 a.m. ET. The replay may be accessed by dialing (855) 859-2056 within the U.S. and Canada or (404) 537-3406 from international
locations, Conference ID Number: 6188674. A replay of the webcast will also be available on the corporate website during that time.
Bioscience and Verisome
Icon Bioscience Inc. was previously a privately held specialty
biopharmaceutical company focused on the development and commercialization of unique ophthalmic pharmaceuticals based on its patented and proprietary Verisome extended-release drug delivery
technology. On February 9, 2018, the United States Food and Drug Administration (FDA) approved Icon Bioscience s New Drug Application (NDA) for DEXYCU (dexamethasone intraocular suspension) 9%, a dropless, long-acting therapeutic for
treating inflammation associated with cataract surgery. DEXYCU is the first long-acting intraocular product approved by the
FDA to treat post-surgical inflammation. Cataract surgery is the most frequent surgical procedure performed in the U.S., with over four million procedures annually. Under current standard of care
for inflammation associated with this surgery, patients assume the post-surgical responsibility of self-administering medicated eye drops, several times daily for up to 4 weeks. DEXYCU breaks new ground in the post-surgical treatment of inflammation
because it is applied as a single injection at the conclusion of surgery. For additional information visit the Icon website at www.iconbioscience.com.
About EW Healthcare Partners
With over $3.0 billion
under management, EW Healthcare Partners is one of the largest and oldest growth equity firms pursuing investments in pharmaceuticals, medical devices, healthcare services, and healthcare information technology. Since its founding in 1985, EW
Healthcare Partners has maintained its singular commitment to the healthcare industry and has been involved in the founding, investing, and/or management of over 150 healthcare companies, ranging across sectors, stages, and geographies. The team is
comprised of over 20 senior investment professionals with offices in New York, London, Palo Alto and Houston.
About SWK Holdings Corporation
SWK Holdings Corporation is a publicly traded, specialized finance company with a focus on the global healthcare sector. SWK partners with ethical product
marketers and royalty holders to provide flexible financing solutions at an attractive cost of capital to create long-term value for both SWK s business partners and its investors.
About EyePoint Pharmaceuticals
EyePoint Pharmaceuticals
(formerly pSivida Corp.) (www.eyepointpharma.com), headquartered in Watertown, MA, is a specialty biopharmaceutical company committed to developing and commercializing innovative ophthalmic products in indications with high
unmet medical need to help improve the lives of patients with serious eye disorders. The Company has developed three of only four FDA-approved sustained-release treatments for back-of-the-eye diseases. In addition, DEXYCU was approved by U.S. Food and Drug Administration (FDA) on February 9, 2018. DEXYCU is administered
as a single intraocular dose at the end of ocular surgery for postoperative inflammation and it is the first and only FDA approved intraocular product with this indication. ILUVIEN (fluocinolone acetonide intravitreal implant), a micro-insert for diabetic macular edema, licensed to Alimera Sciences, is currently sold directly in the U.S. and several EU countries. Retisert (fluocinolone acetonide intravitreal implant), for posterior uveitis, is licensed
to and sold by Bausch & Lomb. The New Drug Application (NDA) for our lead product candidate, Durasert micro-insert for the treatment of non-infectious uveitis affecting the posterior segment of
the eye, has been accepted for filing by the FDA and is currently under standard review with a Prescription Drug User Fee Act (PDUFA) date of November 5, 2018. The Company s pre-clinical development
program is focused on using its core Durasert platform technology to deliver drugs to treat wet age-related macular degeneration, glaucoma, osteoarthritis and other diseases. To learn more about the Company,
please visit www.eyepointpharma.com and connect on Twitter, LinkedIn, Facebook and Google+.
INDICATION: DEXYCU (dexamethasone intraocular suspension) 9% is indicated for the treatment of postoperative
inflammation. IMPORTANT SAFETY INFORMATION: CONTRAINDICATIONS None. WARNINGS AND PRECAUTIONS Increase in Intraocular Pressure Prolonged use of corticosteroids, including DEXYCU, may result in glaucoma with damage to the optic
nerve, defects in visual acuity and fields of vision. Steroids should be used with caution in the presence of glaucoma. Delayed Healing The use of steroids after cataract surgery may delay healing and increase the incidence of bleb formation.
In those diseases causing thinning of the cornea or sclera, perforations have been known to occur with the use of corticosteroids. Exacerbation of Infection The use of DEXYCU, as with other ophthalmic corticosteroids, is not recommended in
the presence of most active viral diseases of the cornea and conjunctiva including epithelial herpes simplex keratitis (dendritic keratitis), vaccinia, and varicella, and also in mycobacterial infection of the eye and fungal disease of ocular
structures. Use of a corticosteroid in the treatment of patients with a history of herpes simplex requires caution and may prolong the course and may exacerbate the severity of many viral infections. Fungal infections of the cornea are particularly
prone to coincidentally develop with long-term local steroid application and must be considered in any persistent corneal ulceration where a steroid has been used or is in use. Fungal culture should be taken when appropriate. Prolonged use of
corticosteroids may suppress the host response and thus increase the hazard of secondary ocular infections. In acute purulent conditions, steroids may mask infection or enhance existing infection. Cataract Progression The use of
corticosteroids in phakic individuals may promote the development of posterior subcapsular cataracts. ADVERSE REACTIONS The most commonly reported adverse reactions occurred in 5-15% of subjects and
included increases in intraocular pressure, corneal edema and iritis. Please see full Prescribing Information.
SAFE HARBOR STATEMENTS UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995: Various statements made in this release are forward-looking, and are inherently subject to risks, uncertainties and potentially inaccurate assumptions. All statements that address activities, events or
developments that we intend, expect or believe may occur in the future are forward-looking statements. Some of the factors that could cause actual results to differ materially from the anticipated results or other expectations expressed, anticipated
or implied in our forward-looking statements include uncertainties with respect to: our ability to achieve profitable operations and access to needed capital; fluctuations in our operating results; successful commercialization of, and receipt of
revenues from, ILUVIEN for diabetic macular edema ( DME ), which depends on Alimera s ability to continue as a going concern; Alimera s ability to obtain marketing
approvals and the effect of pricing and reimbursement decisions on sales of ILUVIEN; the number of clinical trials and data required for the Durasert technology for the treatment of non-infectious uveitis
affecting the posterior segment of the eye, uveitis marketing application approval in the U.S.; our ability to use data in promotion for Durasert micro insert for the treatment of non-infectious uveitis
affecting the posterior segment of the eye, U.S. NDA approval which includes clinical trials outside the U.S. U.S. NDA including clinical trials outside the U.S.; our ability to successfully commercialize DEXYCU in the U.S.; our ability to obtain
Last updated: Mar 29, 2018