MorphoSys, Celgene agree to jointly develop MOR202 for patients with multiple myeloma

MorphoSys AG (FSE: MOR; Prime Standard Segment, TecDAX) and Celgene Corporation (NASDAQ: CELG) today announced an agreement to jointly develop MOR202 globally and to co-promote MOR202 in Europe. MOR202 is a fully human monoclonal antibody targeting CD38 to treat patients with multiple myeloma (MM) and certain leukemias. MOR202 is currently being evaluated in a phase 1/2a trial in patients with relapsed/refractory myeloma. 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.

“Strategic investments in next generation medical innovation make it possible for physicians to turn incurable cancers like multiple myeloma into chronic, more manageable diseases”

Under the terms of the agreement, MorphoSys will receive an upfront license fee of EUR 70.8 million (US $92 million) and Celgene will invest EUR 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 EUR 628 million (US $818 million).

"This alliance takes MorphoSys to the next stage of our corporate development. By moving up the value chain we have the opportunity to develop a commercial organization that expands on our significant research, development and technology expertise of today. Targeting CD38 has matured to be a highly innovative and very promising approach in multiple myeloma and we are committed to retain a larger share of the potential upside. Celgene, one of the leading innovators in multiple myeloma, is the ideal partner to develop the compound efficiently and deliver to patients with multiple myeloma worldwide," commented Dr. Simon Moroney, Chief Executive Officer of MorphoSys AG.

"Strategic investments in next generation medical innovation make it possible for physicians to turn incurable cancers like multiple myeloma into chronic, more manageable diseases," said Mark Alles, Executive Vice President and Global Head of Hematology and Oncology at Celgene Corporation. "This collaboration with MorphoSys enables us to rapidly advance a promising therapeutic antibody in a disease where significant progress is being made, but where patients continue to need new treatment options."

"Today's news marks our second major alliance on a proprietary compound that we have brought from target identification to clinical development. MOR202 has become a very attractive asset in our proprietary portfolio and the target CD38 is a validated highly promising target for patients with multiple myeloma. We are looking forward to expanding and accelerating the clinical development of MOR202 in collaboration with one of the leading developers of cancer therapeutics in the field," commented Dr. Arndt Schottelius, Chief Development Officer of MorphoSys AG.

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.

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.