A decade deal

Celgene, Juno ink a 10-year collaboration worth nearly $1 billion to develop immunotherapies for cancer and autoimmune diseases

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SUMMIT, N.J. & SEATTLE—June is ending on a high note for Juno Therapeutics Inc., as the company announced, along with Celgene Corporation, that the two firms had begun a global collaboration to develop and commercialize immunotherapies. Specifically, Celgene and Juno will focus on T cell therapies for the treatment of cancer and autoimmune diseases and will initially leverage Juno's chimeric antigen receptor technology (CAR-T) and T cell receptor (TCR) technologies to this end.
"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," Hans Bishop, CEO of Juno, said in a press release. "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."
Per the collaboration agreement, which will stretch 10 years, Celgene has the option of being 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.
For any of Juno's programs that are co-developed under this agreement, Juno will be in charge of research and development in North America, and will hold commercialization rights in those territories, while Celege will assume responsibility for development and commercialization in the rest of the world and pay Juno a royalty on sales in those regions. Initially, Celgene can select two programs (other than CD19 and CD22) to be subject to a global profit-sharing agreement, under which the partners will share worldwide costs and profits equally (except in China). Subject to additional obligations, Celgene may choose a third program.
For its part, Juno will have the option to establish a co-development and co-commercialization agreement for certain of Celgene's development candidates targeting T cells. Should such an agreement be established, Celgene and Juno will share global expenses and profits, with a 70 percent to 30 percent split to Celgene and Juno respectively. Celgene will be responsible for global development and commercialization, subject to Juno's co-promote option in the United States and certain European Union territories.
Upon the closing of this transaction, Celgene will pay Juno approximately $150 million up front and purchase 9,137,672 shares of Juno's common stock at $93 per share (though the company has struck a standstill agreement and agreed to certain lock-up provisions on its share ownership). All told, the deal has a value of nearly $1 billion. In return, Celgene will have the right to nominate a member to Juno's board of directors and, during the 10 years of this collaboration, will also have the right to purchase additional equity in Juno during specified windows and at specified marketing premiums. Such a purchase would be subject to the satisfaction of certain conditions by each party, including Juno opting in on certain Celgene programs, and at a maximum, Celgene could own up to 30 percent of Juno's common stock then outstanding.
Both Celgene's and Juno's boards of directors have approved this transaction, which is expected to be completed in the third quarter of this year, subject to the expiration or termination of applicable waiting periods under antitrust laws and the satisfaction of customary closing conditions.
"This transaction strengthens Celgene's position in the emerging and transformative area of immuno-oncology," Bob Hugin, chairman and CEO of Celgene, commented in a statement. "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."
SOURCE: Celgene press release

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