Celgene and Juno Announce Ten-Year Collaboration to Advance Potentially Groundbreaking Immunotherapies for Patients with Cancer and Autoimmune Diseases
- Broad strategic collaboration leveraging combined immunology expertise and assets to develop and commercialize novel immunotherapies for the treatment of cancer and autoimmune diseases
Celgenegains option to commercialize Juno programs outside North Americaand co-promote certain programs globally
Juno gains option to co-develop and co-promote select
Celgeneto make initial payment of approximately $1 billionwhich includes the purchase of ~9.1 million shares of Juno stock at $93.00per 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
"This transaction strengthens Celgene's position in the emerging and
transformative area of immuno-oncology," said
"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
Under the terms of the collaboration,
For Juno-originated programs co-developed under the collaboration:
Juno will be responsible for research and development in
North Americaand will retain commercialization rights in those territories;
Celgenewill be responsible for development and commercialization in the rest of the world, and will pay Juno a royalty on sales in those territories; and
Celgenehas certain co-promotion options:
Celgenewill 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,
Celgenemay select a third program.
Juno will have the option to enter into a co-development and
co-commercialization agreement on certain
The parties will share global costs and profits with 70% allocated to
Celgeneand 30% allocated to Juno; and
Celgenewill 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
Celgenewill receive the right to nominate a member to Juno's board of directors;
During the 10-year term of the collaboration,
Celgenewill 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, Celgenecould own up to 30% of Juno's common stock then outstanding; and
Celgenehas 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
Conference Call and Webcast Information
Juno will host a joint conference call today with
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.
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.