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MorphoSys AG to Bank Potential $818 Million in Celgene Corporation (CELG) Deal for MOR202


6/27/2013 7:22:38 AM

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MorphoSys and Celgene Create Strategic Alliance to Advance CD38 Cancer Program MOR202 for Patients with Multiple Myeloma

MARTINSRIED, Germany & MUNICH & SUMMIT, N.J.--(BUSINESS WIRE)-- MorphoSys AG (FSE: MOR; Prime Standard Segment, TecDAX) and Celgene Corporation (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.

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.

MorphoSys will hold a public conference call and webcast tomorrow, Thursday, June 27, 2013 at 04:00pm CEST (10:00am EST, 03:00pm BST) to present more information on the transaction.

Dial-in number for the Conference Call (listen-only):

Germany: +49 89 2444 32975

For U.K. residents: +44 20 3003 2666

For U.S. residents: +1 202 204 1514

Please dial in 10 minutes before the beginning of the conference.

In addition, MorphoSys offers participants the opportunity to follow the presentation through a simultaneous slide presentation online at http://www.morphosys.com/conference-calls.

A live webcast, slides, webcast replay and transcript will be made available at http://www.morphosys.com/conference-calls.

About Celgene

Celgene Corporation, headquartered in Summit, New Jersey, is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of novel therapies for the treatment of cancer and inflammatory diseases through gene and protein regulation. For more information, please visit the company’s Web site at www.celgene.com.

Forward-Looking Statements

This press release contains forward-looking statements, which are generally statements that are not historical facts. Forward-looking statements can be identified by the words "expects," "anticipates," "believes," "intends," "estimates," "plans," "will," “outlook” and similar expressions. Forward-looking statements are based on management’s current plans, estimates, assumptions and projections, and speak only as of the date they are made. Celgene undertakes no obligation to update any forward-looking statement in light of new information or future events, except as otherwise required by law. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond our control. Actual results or outcomes may differ materially from those implied by the forward-looking statements as a result of the impact of a number of factors, many of which are discussed in more detail in Celgene’s Annual Report on Form 10-K and its other reports filed with the Securities and Exchange Commission.

About MorphoSys:

MorphoSys developed HuCAL, the most successful antibody library technology in the pharmaceutical industry. By successfully applying this and other patented technologies, MorphoSys has become a leader in the field of therapeutic antibodies, one of the fastest-growing drug classes in human healthcare.

Together with its pharmaceutical partners, MorphoSys has built a therapeutic pipeline of more than 70 human antibody drug candidates for the treatment of cancer, rheumatoid arthritis, and Alzheimer’s disease, to name just a few. With its ongoing commitment to new antibody technology and drug development, MorphoSys is focused on making the healthcare products of tomorrow. MorphoSys is listed on the Frankfurt Stock Exchange under the symbol MOR. For regular updates about MorphoSys, visit http://www.morphosys.com

HuCAL®, HuCAL GOLD®, HuCAL PLATINUM®, CysDisplay®, RapMAT®, arYla® and Ylanthia® and 100 billion high potentials® are registered trademarks of MorphoSys AG.

Slonomics® is a registered trademark of Sloning BioTechnology GmbH, a subsidiary of MorphoSys AG.

This communication contains certain forward-looking statements concerning the MorphoSys group of companies. The forward-looking statements contained herein represent the judgment of MorphoSys as of the date of this release and involve risks and uncertainties. Should actual conditions differ from the Company's assumptions, actual results and actions may differ from those anticipated. MorphoSys does not intend to update any of these forward-looking statements as far as the wording of the relevant press release is concerned.

Contact:

MorphoSys AG

Dr. Claudia Gutjahr-Löser, +49 (0) 89 / 899 27-122

Head of Corporate Communications & IR

or

Mario Brkulj, +49 (0) 89 / 899 27-454

Associate Director

Corporate Communications & IR

or

Alexandra Goller, +49 (0) 89 / 899 27-332

Specialist Corporate Communications & IR

investors@morphosys.com

or

Celgene Corporation

Investors:

908-673-9628

investors@celgene.com

or

Media:

908-673-2275

media@celgene.com

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