Agreements

Date: 2017-08-21

Type of information: Licensing agreement

Compound:

MVA-BN® technology for two programs targeting vaccines against hepatitis B virus (HBV) and the human immunodeficiency virus (HIV-1)

Company: Bavarian Nordic (Denmark) Janssen Pharmaceuticals, a J&J company (USA - NJ)

Therapeutic area: Infectious diseases

Type agreement: development - licensing - commercialisation

Action mechanism: immunotherapy product/vaccine

Disease: HIV-1 infection, hepatitis B

Details:

On August 21, 2017 Bavarian Nordic announced the closing of the transaction with Janssen Pharmaceuticals regarding the license and collaboration agreement entered into on July 27, 2017. The transaction has been cleared under the Hart-Scott-Rodino Antitrust Improvements Act.
• On July 27, 2017, Bavarian Nordic announced an additional worldwide exclusive license and collaboration agreement with Janssen Pharmaceuticals. This new collaboration grants Janssen the exclusive rights to Bavarian Nordic's MVA-BN® technology for two additional programs, targeting vaccines against hepatitis B virus (HBV) and the human immunodeficiency virus (HIV-1). With the addition of programs targeting HBV and HIV-1, the companies are now collaborating on four product development programs combining Bavarian Nordic's MVA-BN technology with Janssen's AdVac® technology platform. In October 2014, Janssen licensed MVA-BN for use in a heterologous prime-boost Ebola vaccine regimen. Subsequently, Janssen has evaluated MVA-BN in additional disease targets, leading to a second license for HPV in December 2015. Similar to prior agreements, Janssen will be responsible for all clinical development, while manufacturing of MVA-BN is retained by Bavarian Nordic. The closing of the transaction is subject to clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act. The transaction is expected to close during third quarter of 2017.

Financial terms:

Under the terms of the agreement, Janssen will provide an upfront payment of $10 million and Johnson & Johnson Innovation - JJDC, will provide $33 million in an equity investment by subscription of new Bavarian Nordic shares. Additionally, Bavarian Nordic will be eligible to receive milestone payments based upon the achievement of specified development, regulatory and sales milestones up to a total of $836 million, in addition to tiered royalties on future sales. On August 21, 2017 Bavarian Nordic announced the closing of the transaction with Janssen Pharmaceuticals. Consequently, Bavarian Nordic completes the direct placement to Johnson & Johnson Innovation - JJDC, Inc., consisting of 512,102 new shares of nominal value DKK 10 each (corresponding to approximately 1.63 per cent of the Company's existing share capital) issued at a subscription price of DKK 405.1578 per new share raising gross proceeds to Bavarian Nordic of DKK 207.5 million.

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