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Gilead Sciences To Acquire YM Biosciences

"This agreement represents a positive outcome both for myelofibrosis patients and for our shareholders. Gilead has the research and development capabilities and the resources needed to more fully realize the potential of CYT387 as a therapeutic advance for myelofibrosis patients and potentially for other indications," said Dr.  Nick Glover, President and CEO of YM. 

"Since our acquisition of CYT387 nearly three years ago, YM has made great progress in advancing CYT387 through the clinical, regulatory, manufacturing and business development processes.  While Gilead's acquisition will end a long, varied and interesting journey for YM, we are pleased to have this transaction crystallize the present value of this important therapeutic candidate," said Mr. David Allan, Chairman of YM.

In recent years, Gilead has sought to expand its R&D expertise in the area of oncology through the appointment of leading cancer researchers and clinicians, the establishment of external scientific partnerships and through strategic acquisitions.  Gilead's lead compound in oncology, idelalisib (formerly referred to as GS-1101), is an investigational, first-in-class specific inhibitor of the phosphoinositide-3 kinase (PI3K) delta isoform.  Five Phase 3 studies of idelalisib in chronic lymphocytic leukemia (CLL) and indolent non-Hodgkin's lymphoma (iNHL) are progressing.

Gilead is also conducting Phase 2 clinical trials of simtuzumab (formerly referred to as GS-6624), an investigational monoclonal antibody (mAb) candidate targeting the human lysyl oxidase-like 2 (LOXL2) protein, in myelofibrosis, colorectal cancer, pancreatic cancer and certain fibrotic diseases.

CYT387, idelalisib and simtuzumab are investigational products and their safety and efficacy have not yet been established.

Terms of the Transaction Under the terms of the agreement, upon closing of the proposed transaction, shareholders of YM will receive U.S. $2.95 per common share in cash, and holders of warrants and stock options will receive a cash payment equal to the difference between U.S. $2.95 and the exercise price of such warrant or stock option.  The proposed transaction will be completed through a plan of arrangement under the provisions of the Companies Act ( Nova Scotia).

The transaction will require the approval of YM shareholders at a special meeting of YM shareholders, to be held as soon as reasonably practicable and in any event on or before February 11, 2013.  In addition to YM's shareholder approval, closing of the transaction is subject to the satisfaction of certain other customary conditions, including court approval of the transaction, and applicable government and regulatory approvals, including expiration or termination of the waiting period under the United States Hart Scott Rodino Antitrust Improvements Act, and the review period under the Competition Act ( Canada).  The approval of Gilead shareholders is not required in connection with the proposed transaction.

The arrangement agreement contains customary non-solicitation provisions, but permits YM, in certain circumstances, to terminate the arrangement and accept an unsolicited superior proposal, subject to fulfilling certain conditions.

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