Date: 2015-03-27
Type of information: Termination of an agreement
Compound: MOR202 (anti CD38 antibody)
Company: Morphosys (Germany) Celgene (USA)
Therapeutic area: Cancer - Oncology
Type agreement: development
Action mechanism: monoclonal antibody. MOR202 is a HuCAL antibody targeting CD38 to treat patients with multiple myeloma (MM) and certain leukemias and is currently being evaluated in a phase 1/2a trial in patients with relapsed/refractory myeloma. CD38 is a protein found on the surface of these tumor cells that acts as a target for the MOR202 antibody. Once attached, the MOR202 attracts natural killer cells in the body to identify and kill the tumor cells. In multiple preclinical studies, MOR202 has shown encouraging results as mono therapy and synergistic effects with both a proteasome inhibitor and lenalidomide, an oral immunomodulatory therapy.
Disease: multiple myeloma and other indications
Details: * On June 27, 2013, MorphoSys and Celgene have announced an agreement to jointly develop MOR202 globally and to co-promote MOR202 in Europe. MorphoSys and Celgene will collaborate on the development of MOR202 in multiple myeloma and other indications and share costs on a 1/3:2/3 basis. This agreement is Morphosys' second major alliance on a proprietary compound that the company has brought from target identification to clinical development.The agreement between MorphoSys and Celgene is subject to clearance by the US antitrust authorities under the Hart-Scott-Rodino Act, and will become effective as soon as this condition has been met.
Financial terms: Under the terms of the agreement, MorphoSys will receive an upfront license fee of € 70.8 million (US $92 million) and Celgene will invest € 46.2 million (US $60 million) to subscribe for new shares of MorphoSys AG. The new shares will be issued at a price to be determined upon the transaction becoming effective following clearance by the US antitrust authorities under the Hart-Scott-Rodino Act. The share price will include at least a premium of 15% of the closing price of the MorphoSys share prior to the signature of the agreement. MorphoSys may be entitled to receive additional development, regulatory and sales milestones, in addition to tiered double digit royalties on net sales outside the co-promotion territory. MorphoSys retains a 50/50 profit sharing in its co-promotion territory. The total potential value of this transaction, assuming all development, regulatory and sales milestones are reached, may be up to € 628 million (US $818 million).
Latest news: * On March 27, 2015, MorphoSys announced that it has regained rights to MOR202 from Celgene Corporation. The companies have mutually agreed to terminate their co-development and co-promotion agreement for MOR202. Clinical development of MOR202, which currently involves a MorphoSys-sponsored phase 1/2a trial in relapsed or refractory multiple myeloma patients, will continue as planned. This trial includes combination cohorts with lenalidomide and pomalidomide which will be provided to MorphoSys by Celgene. Financial details were not disclosed. MorphoSys aims to release first clinical data from the ongoing phase 1/2a trial at a medical conference in 2015. Cohorts in which MOR202 is combined with lenalidomide and with pomalidomide will be added to the trial during the first half of 2015.
* On August 10, 2013, MorphoSys has announced that its MOR202 alliance with Celgene Corporation has become effective upon receiving anti-trust clearance under the US Hart-Scott-Rodino Act. In conjunction with deal closure, MorphoSys increased its financial guidance for fiscal year 2013 and the management board and supervisory board of MorphoSys resolved on a capital increase from authorized capital to issue 797,150 new shares to Celgene Alpine Investment Co., LLC. In the capital increase Celgene will invest € 46.2 million to subscribe for 797,150 new shares of MorphoSys at a share price of € 57.90 per share. This represents 3.4 % of MorphoSys's registered share capital and a premium of 5.0 % on the share's closing price on August 9, 2013.
