Incyte Corporation (Nasdaq:INCY) and Agenus Inc. (Nasdaq:AGEN) today
announced a global license, development and commercialization agreement
focused on novel immuno-therapeutics using Agenus’ proprietary Retrocyte
Display™ antibody discovery platform.
The alliance will initially focus on the development of checkpoint
modulator antibodies directed against GITR, OX40, LAG-3 and TIM-3.
Agenus and Incyte will share all costs and profits for the GITR and OX40
antibody programs on a 50:50 basis, with Agenus eligible for potential
milestones; TIM-3 and LAG-3 are royalty-bearing programs to be funded by
Incyte, with Agenus eligible for potential milestones and royalties. The
first clinical trials are expected to be initiated in 2016.
“This alliance with Agenus adds therapeutic antibody capabilities to our
proven small molecule discovery expertise, significantly expands the
landscape of potential immuno-oncology targets available to us, and
strengthens our ability to identify and advance novel therapeutic
combinations,” said Hervé Hoppenot, President and CEO of Incyte.
“Incyte’s track record of success in oncology development and
commercialization, together with our therapeutic antibody expertise and
the commonality of our objectives, speak to the compelling strategic
rationale for this alliance,” said Garo H. Armen, Ph.D., Chairman and
CEO of Agenus. “Our Retrocyte Display™ technology has produced high
quality antibody candidates and offers significant advantages over
competing technologies. With Incyte, we believe we have an ideal partner
to help define the evolving treatment paradigm of cancer
immunotherapies.”
Under the terms of the agreements between the parties, Incyte will make
upfront payments to Agenus totaling $25 million and invest $35 million
by purchasing approximately 7.76 million newly issued shares of Agenus
common stock at a price of $4.51 per share. In addition to the initial
four target programs in the alliance, the parties have an option to
jointly nominate and pursue additional targets within the framework of
the multi-year collaboration. Terms also include:
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For each royalty-bearing product, Agenus will be eligible to receive
up to $155 million in future contingent development, regulatory and
commercialization milestones.
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Also for royalty-bearing products, Agenus will be eligible to receive
tiered royalties on global net sales ranging from mid-single to
low-double digit rates, and has reserved the right to elect to co-fund
30% of development costs for increased royalties.
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For products from any additional programs that the parties elect to
bring into the collaboration, Agenus may opt to designate them as
profit-share products.
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For each profit-share product, Agenus will be eligible to receive up
to $20 million in future contingent development milestones.
Retrocyte Display™ is a proprietary retroviral technology that enables a
highly diverse library (>1x109) of human IgG molecules to
be displayed on the surface of B-lineage cells. This innovative
cell-displayed expression platform permits the rapid generation of fully
human and humanized therapeutic antibodies with high affinity and target
specificity.
The closing of the transaction is conditioned on the expiration or
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act.
About Incyte
Incyte Corporation is a Wilmington, Delaware-based biopharmaceutical
company focused on the discovery, development and commercialization of
proprietary small molecule drugs, primarily for oncology. For additional
information on Incyte, please visit the Company’s website at www.incyte.com.
About Agenus
Agenus is an immuno-oncology company developing a portfolio of
checkpoint modulators (CPMs), heat shock protein peptide-based vaccines
and adjuvants. Agenus’ checkpoint modulator programs target GITR, OX40,
CTLA-4, LAG-3, TIM-3 and PD-1. The company’s proprietary discovery
engine Retrocyte DisplayTM is used to generate fully human
and humanized therapeutic antibody drug candidates. The Retrocyte DisplayTM
platform uses a high-throughput approach incorporating IgG format human
antibody libraries expressed in mammalian B-lineage cells. Agenus’ heat
shock protein-based vaccines for cancer and infectious disease have
completed Phase 2 studies in glioblastoma multiforme, and in the
treatment of herpes simplex viral infection. The company’s QS-21 Stimulon®
adjuvant platform is extensively partnered with GlaxoSmithKline and
Janssen Sciences Ireland UC and includes several vaccine candidates in
Phase 2, as well as shingles and malaria vaccines which have
successfully completed Phase 3 clinical trials. For more information,
please visit www.agenusbio.com,
or connect with the company on Facebook, LinkedIn, Twitter and Google+.
Incyte Forward-Looking Statements
Except for the historical information set forth herein, the matters set
forth in this press release, including without limitation statements
with respect to the initial focus of the alliance, the potential
benefits of the alliance and the expectation that the first clinical
trials under the alliance will be initiated in 2016, contain predictions
and estimates and are forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995. These forward-looking statements are based on Incyte’s
current expectations and subject to risks and uncertainties that may
cause actual results to differ materially, including the high degree of
risk associated with drug development, results of further research and
development, unanticipated delays, other market or economic factors and
technological advances, regulatory approval of the transaction and other
risks detailed from time to time in Incyte's filings with the Securities
and Exchange Commission, including its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2014. Incyte disclaims any intent or
obligation to update these forward-looking statements.
Agenus Forward-Looking Statements
This press release contains forward-looking statements that are made
pursuant to the safe harbor provisions of the federal securities laws,
including statements regarding the initial focus of the alliance between
Agenus and Incyte, the potential benefits of the alliance and the
expectation that the first clinical trials under the alliance will be
initiated in 2016. These forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ materially
from those projected. These risks and uncertainties include, among
others, regulatory approval of the transaction, unanticipated delays and
other market or economic factors, as well as the factors described under
the Risk Factors section of our most recently filed Quarterly Report on
Form 10-Q with the Securities and Exchange Commission. Agenus cautions
investors not to place considerable reliance on the forward-looking
statements contained in this release. These statements speak only as of
the date of this press release, and Agenus undertakes no obligation to
update or revise the statements, other than to the extent required by
law. All forward-looking statements are expressly qualified in their
entirety by this cautionary statement.
Copyright Business Wire 2015