Mergers and Acquisitions

Date: 2015-01-06

Type of information: Company acquisition

Acquired company: OnCyte, the oncology division of Celdara Medical (USA - NH)

Acquiring company: Cardio3 BioSciences, now Celyad (Belgium)

Amount: up to $ 161 million


  • • On August 4, 2017, Celyad announced that, following encouraging initial results of the THINK trial, which have led to increased confidence in the long-term potential of Celyad’s CAR-T assets, the company has amended its existing agreements with Celdara Medical and Dartmouth College. Under the amended agreements Celyad will receive an increased share of future revenues generated by these assets, including revenues from its sublicensees.
  • In return, Celyad will pay Celdara Medical and Dartmouth College an upfront payment of $12.5 million (€10.6 million) and $12.5 million worth of Celyad shares at a share price of €32.35 corresponding to a 14% premium versus last trading day.
  • Celyad obtained access to its CAR-T NKR cell drug product candidates and related technology, including technology licensed from Dartmouth College, in January 2015, through its acquisition of OnCyte from Celdara Medical. This portfolio included three autologous CAR-T cell therapy products and an allogeneic T cell platform. Since the acquisition, Celyad has focused on further developing the portfolio and is currently in pre-clinical or clinical phase for a number of product candidates.
  • • On January 6, 2015, Cardio3 BioSciences announced the acquisition of OnCyte, the oncology division of privately-held U.S. biotechnology company Celdara Medical, and its portfolio of immuno-oncology product candidates.
  • Cardio3 BioSciences acquires OnCyte for an upfront payment of $ 10 million, of which $ 4 million will be paid in C3BS shares. For the successful development of the most advanced product CM-CS1, Celdara could receive up to $ 50 million in development and regulatory milestones until market approval. Celdara will be eligible to additional payments on the other products upon achievement of development and regulatory milestones totalling up to $ 21 million per product. In addition, Celdara will receive up to $ 80 million in sales milestones when net sales will exceed $ 1 billion and royalties ranging from 5 to 8%.


  • The Chimeric Antigen Receptor (CAR) technology developed by OnCyte uses human Natural Killer cell (NK cell) receptors which, unlike traditional CAR technologies, have the potential to target a broad range of liquid and solid cancers via a human natural receptor that targets ligands present on most tumor types. The research underlying this technology was originally conducted by Dartmouth College Professor Charles Sentman, and has been published in numerous peer-reviewed publications such as Journal of Immunology, Cancer Research and Blood.
  •  OnCyte’s most advanced autologous CAR T-Cell drug candidate, CM-CS1, uses a specific human Natural Killer cell receptor, NKG2D, that targets tumor antigens expressed in most liquid and solid cancers. CM-CS1 has an active Investigational New Drug (IND) clearance with the FDA for a Phase I clinical trial in hematologic malignancies and the company plans to begin enrolling patients in Q1 2015. The CM-CS1 Phase I study is expected to be completed in the second quarter of 2016.
  • OnCyte has two CAR T-Cell programs targeting other cancer cell ligands in pre-clinical development, as well as an allogeneic T-Cell platform, which enables almost any CAR T-Cell therapy to be made into an “off-the-shelf” product.

Related: Cancer - Oncology

Is general: Yes