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Agreements

Date: 2016-08-19

Type of information: Establishment of a new subsidiary in the US

Compound:

Company: Bayer (Germany) CRISPR Therapeutics (Switzerland - UK) Casebia Therapeutics (UK)

Therapeutic area: Rare diseases - Genetic diseases - Hematological diseases - Ophtalmological diseases - Cardiovascular disease

Type agreement:

joint-venture agreement

Action mechanism:

Disease: blood disorders, blindness, congenital heart diseases

Details:

* On December 21, 2015, Bayer and CRISPR Therapeutics have entered into an agreement to create a joint venture (JV) to discover, develop and commercialize new breakthrough therapeutics to cure blood disorders, blindness, and congenital heart disease. CRISPR Therapeutics will contribute its proprietary CRISPR-Cas9 gene-editing technology and intellectual property, while Bayer will make available its protein engineering expertise and relevant disease know-how. It is the first long-term strategic partnership of its kind to make a substantial investment in the development of target delivery systems in an effort to bring systemic in vivo CRISPR-Cas9 gene editing technology applications to patients.

The JV is the first investment by the newly established Bayer LifeScience Center (BLSC), which operates as a novel strategic innovation unit in Bayer directly reporting to Bayer´s Board of Management. The BLSC has the mission to uncover, encourage and unlock fundamental scientific and medical breakthroughs more rapidly by enabling innovative partnerships with entrepreneurial best-in-class biotechnology companies like CRISPR Therapeutics.

Through the JV, Bayer may secure exclusive rights to use CRISPR Therapeutics’ and the JV’s proprietary CRISPR-Cas9 technology and intellectual property in the three targeted disease areas, including blood disorders, blindness and congenital heart diseases. CRISPR Therapeutics may gain exclusive access to Bayer’s protein engineering know how for use in Crispr products as well as Bayer’s extensive expertise and knowledge in the three targeted disease areas. Newly created know-how from the collaboration around the CRISPR-Cas9 system beyond the three disease areas, will be exclusively made available to CRISPR Therapeutics for human-use, and to Bayer for non-human use, such as agricultural applications. All technology development and future IP developed by the JV will also be exclusively available to the parent companies Bayer and CRISPR Therapeutics. The soon to be named JV will be based in London, UK, with operations in Cambridge, Mass..

Closing of the transaction is subject to customary conditions, including merger control clearance in the US, and expected to occur in the first quarter of 2016.

 

Financial terms:

Bayer will provide a minimum of $ 300 million in R&D investments to the JV over the next five years. In addition, Bayer will acquire a minority stake in CRISPR Therapeutics for USD 35 million in cash. The JV will be led by Dr. Axel Bouchon, Head of the BLSC, on an interim basis as CEO, while Dr. Rodger Novak, CEO and co-founder of CRISPR Therapeutics, will serve as the interim chairman of the newly formed JV Board.

Latest news:

* On August 19, 2016, Casebia Therapeutics, the joint venture founded by Bayer and CRISPR Therapeutics, started its operations in Cambridge, MA, U.S. In December, 2015, the two parties agreed to create this joint venture. The transaction has been formally closed the transaction in the first quarter of 2016. The JV has recently been incorporated as Casebia Therapeutics, a UK entity with its primary base of research operations in Cambridge, MA, U.S. The name Casebia derives from the CRISPR-associated, or Cas, family of nuclease enzymes - key components of the breakthrough gene editing technology on which Casebia will base its therapeutic programs. Casebia has access to gene-editing technology from CRISPR Therapeutics in specific disease areas, as well as access to protein engineering expertise and relevant disease know-how through Bayer.

Casebia has recently entered into a sublease agreement for approximately 33,000 sq ft of laboratory and office space that will host up to 80 employees and form its primary base of operations. The space is located in Cambridge, MA at 610 Main Street North, a brand new, nine-story, MIT-owned building currently under construction in Kendall Square adjacent to the MIT campus. Casebia will be co-located with CRISPR Therapeutics and will enter the new location in early 2017. Meanwhile, research efforts are performed via the various R&D sites of Bayer and CRISPR Therapeutics in the US and Germany. An additional location on Bayer’s campus in San Francisco, Mission Bay will house research operations in hematology indications. Dr. Axel Bouchon is currently serving as interim CEO of Casebia. Hiring is underway to fully staff Casebia’s research and development organization, which has begun research efforts on its initial therapeutic programs.

Is general: Yes