Celgene & Juno Announce Ten-Year Collaboration to Advance Potentially Groundbreaking Immunotherapies for Patients with Cancer...
June 29 2015 - 4:05PM
Business Wire
- Broad strategic collaboration
leveraging combined immunology expertise and assets to develop and
commercialize novel immunotherapies for the treatment of cancer and
autoimmune diseases
- Celgene gains option to commercialize
Juno programs outside North America and co-promote certain programs
globally
- Juno gains option to co-develop and
co-promote select Celgene programs
- Celgene to make initial payment of
approximately $1 billion which includes the purchase of ~9.1
million shares of Juno stock at $93.00 per share, with potential to
increase its stake over time
- Joint conference call scheduled today
at 5:00 p.m. ET, 2:00 p.m. PT
Celgene Corporation (Nasdaq:CELG) and Juno Therapeutics,
Inc. (Nasdaq:JUNO) announced today a global collaboration for
the development and commercialization of immunotherapies. The two
companies will leverage T cell therapeutic strategies to develop
treatments for patients with cancer and autoimmune diseases with an
initial focus on Chimeric Antigen Receptor Technology (CAR-T) and T
Cell Receptor (TCR) technologies.
“This transaction strengthens Celgene’s position in the emerging
and transformative area of immuno-oncology,” said Bob Hugin,
Chairman and CEO of Celgene. “Juno has assembled world class
experts and built impressive capabilities and technologies in
the areas of T cell biology and cellular therapy; we believe this
long-term collaboration enhances the potential of both companies to
deliver transformational therapies to patients with significant
unmet medical needs.”
“Celgene is the ideal partner for Juno to help us realize the
full potential of our science and clinical research while
maintaining the independence we, our employees, partners, and
investors believe is so critical for true innovation,” said Hans
Bishop, CEO of Juno. “This unique collaboration is designed to
catalyze and create tremendous ongoing scientific and product
development synergy by leveraging each company’s strengths and
assets. In addition to its established global presence and
commercial reach, Celgene has leading small molecule and protein
capabilities that complement Juno’s advanced engineered T cell
capabilities. By doing this together, we believe we can more
quickly and effectively develop potentially disruptive therapies in
this new field of medicine and make them more readily available to
patients worldwide.”
Under the terms of the collaboration, Celgene has the option to
be the commercialization partner for Juno’s oncology and cell
therapy auto-immune product candidates, including Juno’s CD19 and
CD22 directed CAR-T product candidates. B-Cell Maturation Antigen
(BCMA) is excluded as a target in this collaboration.
For Juno-originated programs co-developed under the
collaboration:
- Juno will be responsible for research
and development in North America and will retain commercialization
rights in those territories;
- Celgene will be responsible for
development and commercialization in the rest of the world, and
will pay Juno a royalty on sales in those territories; and
- Celgene has certain co-promotion
options:
- Celgene will initially be eligible to
select two programs, excluding CD19 and CD22, to be subject to a
global profit sharing agreement under which the companies will
share worldwide expenses and profits equally, except in China;
and
- Additionally, subject to additional
obligations, Celgene may select a third program.
Juno will have the option to enter into a co-development and
co-commercialization agreement on certain Celgene-originated
development candidates that target T Cells. For any such
Celgene-originated programs co-developed under the
collaboration:
- The parties will share global costs and
profits with 70% allocated to Celgene and 30% allocated to Juno;
and
- Celgene will lead global development
and commercialization, subject to a Juno co-promote option in the
US and certain EU territories.
Upon closing, Juno will receive an upfront payment of
approximately $150 million, and in addition Celgene will purchase
9,137,672 shares of Juno’s common stock at $93.00 per share. In
conjunction with this stock purchase:
- Celgene will receive the right to
nominate a member to Juno’s board of directors;
- During the 10-year term of the
collaboration, Celgene will have the right to purchase additional
equity in Juno during specified windows and at specified market
premiums subject to satisfaction of certain conditions by each
party including Juno opting in on select Celgene programs, such
that, at a maximum, Celgene could own up to 30% of Juno’s common
stock then outstanding; and
- Celgene has entered into a standstill
agreement and agreed to certain lock-up provisions on its share
ownership.
This transaction has been approved by the boards of directors of
both companies. Celgene and Juno currently expect to complete the
transaction during the third quarter of 2015, subject to the
expiration or termination of applicable waiting periods under all
applicable antitrust laws and satisfaction of other usual and
customary closing conditions.
Conference Call and Webcast Information
Juno will host a joint conference call today with Celgene
to discuss the announced global collaboration at 2:00 p.m. PT, 5:00
p.m. ET. The conference call will be available by webcast on the
Investor Relations page of Juno’s website, www.JunoTherapeutics.com
and at www.celgene.com. An audio replay of the call will be
available from midnight June 30, 2015, until midnight
ET July 30, 2015. To access the replay in the U.S., dial (855)
859-2056; outside the U.S. dial (404) 537-3406. The participant
passcode is 71894505.
About Celgene
Celgene Corporation, headquartered in Summit, New Jersey, is an
integrated global biopharmaceutical company engaged primarily in
the discovery, development and commercialization of innovative
therapies for the treatment of cancer and inflammatory diseases
through gene and protein regulation. For more information, please
visit www.celgene.com. Follow Celgene on Social Media: @Celgene,
Pinterest, LinkedIn and YouTube.
About Juno’s Chimeric Antigen Receptor (CAR) and T Cell
Receptor (TCR) Technologies
Juno's chimeric antigen receptor (CAR) and T cell receptor
technologies (TCR) genetically engineer T cells to recognize and
kill cancer cells. Juno's CAR T cell technology inserts a gene for
a particular CAR into the T cell, enabling it to recognize cancer
cells based on the expression of a specific protein located on the
cell surface. Juno’s TCR technology provides the T cells with
a specific T cell receptor to recognize protein fragments derived
from either the surface or inside the cell. When either type
of engineered T cell engages the target protein on the cancer cell,
it initiates a cell-killing response against the cancer cell.
About Juno Therapeutics, Inc.
Juno Therapeutics is building a fully integrated
biopharmaceutical company focused on revolutionizing medicine by
re-engaging the body's immune system to treat cancer. Founded on
the vision that the use of human cells as therapeutic entities will
drive one of the next important phases in medicine, Juno is
developing cell-based cancer immunotherapies based on chimeric
antigen receptor and high-affinity T cell receptor technologies to
genetically engineer T cells to recognize and kill cancer. Juno is
developing multiple cell-based product candidates to treat a
variety of B-cell malignancies as well as solid tumors. Several
product candidates have shown compelling evidence of tumor
shrinkage in the clinical trials in refractory leukemia and
lymphoma conducted to date. Juno's long-term aim is to improve and
leverage its cell-based platform to develop new product candidates
that address a broader range of cancers and human diseases. Juno
brings together innovative technologies from some of the world's
leading research institutions, including the Fred Hutchinson Cancer
Research Center, Memorial Sloan Kettering Cancer Center, Seattle
Children's Research Institute, and The National Cancer
Institute.
Forward-Looking Statements
This press release contains forward-looking statements, which
are generally statements that are not historical facts.
Forward-looking statements can be identified by the words
"expects," "anticipates," "believes," "intends," "estimates,"
"plans," "will," “outlook” and similar expressions. Forward-looking
statements are based on management’s current plans, estimates,
assumptions and projections, and speak only as of the date they are
made. Celgene and Juno undertake no obligation to update any
forward-looking statement in light of new information or future
events, except as otherwise required by law. Forward-looking
statements involve inherent risks and uncertainties, most of which
are difficult to predict and are generally beyond the control of
either company. Actual results or outcomes may differ materially
from those implied by the forward-looking statements as a result of
the impact of a number of factors, many of which are discussed in
more detail in the public reports of each company filed with the
Securities and Exchange Commission.
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version on businesswire.com: http://www.businesswire.com/news/home/20150629006233/en/
Juno TherapeuticsInvestor Relations:Audrey Gross,
212-301-7214agross@w2ogroup.comorMedia:W2O GroupJulie Normart,
415-946-1087jnormart@w2ogroup.comorCelgene CorporationInvestor
Relations:Patrick Flanigan,
908-673-9969pflanigan@celgene.comorMedia:Greg Geissman,
908-673-9854ggeissman@celgene.com
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