Clarient Sells Instrument Business to Carl Zeiss

(Aliso Viejo, CA, USA), a technology and services resource for pathologists, oncologists, and the pharmaceutical industry, has reached an agreement to sell its Acis and Trestle instrument systems business assets and related intellectual property to Carl Zeiss MicroImaging, Inc. (Göttingen, Germany) for US$11 million in cash, and up to an additional $1.5 million subject to satisfaction of certain post-closing conditions. This transaction completes Clarient's three-year evolution from an equipment sales model to a diagnostic services model. The deal also contemplates that Clarient and Zeiss will each invest up to $3 million in cash or other in-kind contributions to pursue strategic joint development arrangements for novel biomarkers and new menu applications for the Acis product line.

Biomarkers, are characteristics of an individual's tumor or disease that, once identified and quantified, allow for more accurate diagnosis, prognosis, and treatment. The growing demand for personalized medicine has generated a need for these novel diagnostics, creating a new market expected to reach $1 billion in three to five years. Broader discovery and use of novel markers will ultimately clarify and simplify decisions for healthcare providers and the biopharmaceutic industry.

The timing for this sale is ideal, and Zeiss is the perfect partner, commented Clarient president and CEO Ron Andrews. We have diligently planned and executed Clarient's transformation into a leading diagnostic services company. This transaction enables us to explore greater opportunities without the financial limitations that have restrained us in recent years. Additionally, we believe that our relationship with Zeiss will provide us access to the critical technologies that we need to develop novel markers, which will ultimately be used to monitor cancer and tailor individualized therapies.

Under the agreement, Clarient retains access to the intellectual property related to the image analysis and application development software. The agreement also includes a royalty-free cross license to Clarient with respect to certain of the transferred intellectual property to develop new tests and capabilities for Clarient's laboratory services (including the ACIS platform). These activities will be done exclusively on Zeiss equipment and will support the continued development of Systems offered by Zeiss.

This transaction will allow each company to focus on strengthening their individual businesses and create growth synergies that will enhance the success of both companies, continued Andrews. Zeiss is a world-class organization with a strong history of innovation in the area of microscopy and laser micro-dissection. This transaction significantly strengthens Clarient's balance sheet and provides the financial flexibility for Clarient to reach break even in cash flow from operations by year end and make key investments in technologies and tests that will further distinguish the current laboratory services business in a rapidly evolving marketplace.

With Clarient's ACIS platform, Carl Zeiss MicroImaging acquires the gold standard for tissue-based cancer diagnostics. This acquisition will complement Zeiss' strong portfolio of micro-imaging technologies, commented Ulrich Simon, president and CEO of Germany-based Carl Zeiss MicroImaging GmbH, and responsible for the global Microscopy business of Carl Zeiss. The acquisition demonstrates once again that Carl Zeiss MicroImaging actively invests into innovative technologies. We are delighted that the agreement also contains arrangements for establishing a continued co-operation with Clarient's innovative Lab Service Business in the field of rare event detection.


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Clarient, Inc.
Carl Zeiss MicroImaging