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AIM High: Covington Advises US Biotech Northwest Biotherapeutics on its AIM IPO


LONDON, 7 August, 2007 — Covington & Burling LLP announces its role in advising US biotechnology company Northwest Biotherapeutics, Inc. on its admission to AIM and £15 million placing, which valued the company at approximately £68 million on a fully-diluted basis. The transaction was particularly complex due to Northwest's quotation on the OTC Bulletin Board in the United States and its status as an SEC reporting company. The marketing of the AIM offering had to be carefully structured and managed to ensure it satisfied Regulation S of the SEC’s rules, which permits offers and sales made by US companies outside the United States to proceed without the need to file a registration statement with the SEC, while simultaneously ensuring the company fulfilled its SEC reporting obligations.

Northwest Biotherapeutics is focused on the clinical development of immunotherapy products for the treatment of cancer. Its technology platform, DCVax®, uses a patient’s own dendritic (immune) cells, which are loaded with proteins or antigens extracted from the cancer tumour and then injected back into the patient. The company’s product candidates have been demonstrated in clinical trials to significantly extend both time to recurrence of disease and survival, whilst providing a superior quality of life with no debilitating side effects when compared with current cancer therapies.

Northwest’s lead product candidate, which targets Glioblastoma Multiforme, the most lethal form of brain cancer, has entered a pivotal Phase II clinical trial, and the company hopes to file for FDA approval in approximately two years. Northwest recently announced that it had received confirmation from the Swiss regulatory authorities that its brain cancer product had received “authorization for use” allowing it be used to treat patients diagnosed with glioma (a form of brain cancer) in selected medical centres in Switzerland. As such, Northwest’s brain cancer product is the first commercially available therapeutic vaccine for the treatment of brain cancer. In addition to its brain cancer product, Northwest has a prostate cancer product candidate which has been cleared by the FDA to commence a pivotal Phase III clinical trial. DCVax® is a platform technology which the company believes can be developed to treat most types of cancer; in addition to its brain and prostate product candidates, additional INDs using DCVax® have been cleared by the FDA for five other cancers - lung, ovarian, liver, head and neck, and pancreas.

The Covington team was led by Simon Amies, a corporate partner in the European Corporate Group, and included US securities partner Peter Laveran, EU life sciences and regulatory partner Grant Castle, patent special counsel Sinan Utku, corporate associates Tom Kollar and James Baillieu, and corporate trainee Shamma Iqbal. The London team was also supported by Washington-based life sciences associate Grail Sipes and employee benefits specialists partner Mike Francese and associate Katherine Mineka.

Simon Amies commented: “We are delighted to have assisted Northwest Biotherapeutics on its admission to AIM, which we believe sets it up well to execute its strategy for commercialisation of its product candidates.”

“Covington is perfectly positioned to advise businesses in the life sciences sector on corporate matters due to the firm’s longstanding food & drug and regulatory expertise on both sides of the Atlantic, and a transaction of this nature undoubtedly requires a sophisticated understanding of the industry. In addition to our extensive AIM expertise, Covington’s London-based US securities capabilities were critical to the deal’s successful completion.”

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