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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.
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.