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Agreements

Date: 2017-08-10

Type of information: Collaboration agreement

Compound: multispecific antibodies and antibody drug conjugates (ADCs)

Company: Celgene (USA - NJ) Sutro Biopharma (USA - CA)

Therapeutic area: Cancer - Oncology

Type agreement: collaboration - option

Action mechanism: monoclonal antibody/antibody drug conjugate

Disease:

Details:

  • • On October 23, 2014, Sutro Biopharma announced it has entered into a strategic collaboration and option agreement with Celgene Corporation to discover and develop multispecific antibodies and antibody drug conjugates (ADCs). This new agreement follows the December 2012 collaboration between the two companies and focuses on the field of immuno-oncology, while further broadening the Sutro platform for discovery, development, and manufacture of best-in-class biotherapeutics. The scope of the collaboration allows the parties to systematically interrogate the immuno-oncology space, including established targets, such as PD-1 and PD-L1, as well as novel targets, using Sutro\'s cell-free biologics development platforms, Xpress CF™ and Xpress CF+™. During the collaboration, after an initial period, Celgene will have the exclusive option to acquire Sutro, including rights to all Sutro-owned programs at that time, on pre-specified terms.
  • During the collaboration, Sutro will be responsible for discovery and early pre-clinical development of all collaboration multispecific antibodies and ADCs, as well as the manufacturing of pre-clinical product candidates. The collaboration also contemplates a clinical and commercial supply agreement between Sutro and Celgene for collaboration products. Celgene may assume responsibility for global development and commercialization and will have worldwide rights to all collaboration products, with the exception of certain collaboration products for which Sutro retains U.S. development and commercialization rights, in the event Celgene does not exercise its option to acquire Sutro. For product candidates not licensed to Celgene under the collaboration, Sutro retains worldwide rights, in the event Celgene does not exercise its option to acquire Sutro.
  • In 2012, Sutro and Celgene entered into a collaboration to design and develop ADCs and bispecific antibodies for two undisclosed targets and to manufacture a proprietary Celgene antibody.
 

Financial terms:

  •  Under terms of the agreement, Sutro will receive upfront payments totaling $95 million, which includes an equity investment. Sutro may also receive up to an additional $90 million during the initial research term, including payments for manufacturing-related and productivity milestones. Celgene has the option to extend the collaboration beyond the initial research term in exchange for an additional payment. Across all product candidates Sutro is eligible to receive more than $1 billion in total payments, upon achievement of clinical and regulatory milestones for product candidates and royalties on product sales resulting from the collaboration.

Latest news:

  • • On August 10, 2017, Sutro Biopharma announced it is refocusing its 2014 immuno-oncology collaboration with Celgene on four programs that are advancing through preclinical development, including an antibody drug conjugate program targeting B-Cell maturation antigen (BCMA) previously disclosed by Celgene. Sutro may also produce both GLP and cGMP material as the BCMA ADC program progresses.
  • These programs are additive to Sutro’s proprietary pipeline which includes two 2018 investigational new drug (IND) candidates: STRO-001, an ADC targeting CD74, a cell surface protein associated with B-cell malignancies, including non-Hodgkin lymphoma and multiple myeloma; and STR0-002, an ADC which targets folate receptor alpha which is overexpressed in platinum-resistant ovarian cancer and other solid tumors. Sutro is also advancing six ADC programs under the 2014 collaboration with Merck KGaA.
  • In the 2014 agreement, Celgene had worldwide rights to the first collaboration program to reach IND status. Under the newly modified agreement, Celgene can acquire worldwide rights to a second collaboration program to reach IND status. Sutro will retain U.S. development and commercialization rights, and Celgene will retain ex-U.S. rights, to the next two programs to reach IND status from the four programs. Under the revised agreement, Sutro receives an undisclosed amount upon signing of the revised agreement and continues to be entitled to development and regulatory milestone payments and royalties. To acquire worldwide rights to the second program to reach IND status, Celgene must make payments to Sutro in undisclosed amounts.
  • In addition, Sutro grants Celgene the right to purchase shares of Sutro stock in a future private financing and a right to purchase shares in a private placement contemporaneous with an initial public offering by Sutro. In conjunction with this revision, the option to acquire Sutro has been terminated along with restrictions from Sutro entering into additional collaborations or accessing the public financial markets.
   

Is general: Yes