(BUSINESS WIRE) – 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 Celgeneprograms, 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.