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Telik And MabVax Therapeutics Announce Definitive Merger Agreement

Stocks in this article: TELK

PALO ALTO, Calif., May 12, 2014 /PRNewswire/ -- Telik, Inc. (Nasdaq: TELK), a clinical stage oncology drug development company, and MabVax Therapeutics, Inc., a privately held cancer immunotherapy company, have entered into a definitive merger agreement.  Upon closing of the transaction, MabVax and Telik will be combined into a publicly traded company focused on the development of proprietary immunotherapy-based products to diagnose and treat cancer.  Under the terms of the merger agreement, MabVax will merge with a wholly-owned subsidiary of Telik in an all-stock transaction.  The boards of directors of both companies have approved the merger and the stockholders of MabVax have also approved the merger.  The merger is subject to the approval of the Telik stockholders as well as other customary conditions.  Upon the closing of the transaction, Telik will be re-named MabVax Therapeutics Holdings, Inc. and will operate under the leadership of the MabVax management team with J. David Hansen, President and CEO of MabVax, serving as the President, CEO, and Chairman of the Board.  Michael M. Wick, M.D., Ph.D., who currently serves as President and CEO of Telik, will remain on the board. 

On a pro forma basis calculated at the close of the merger and assuming that Telik maintains its listing on The NASDAQ Capital Market through the closing of the transaction, the Telik stockholders, warrantholders and optionholders prior to the close will own 15% of the combined company and MabVax stockholders, warrantholders and optionholders will own 85%.  Simultaneous with execution of the merger agreement, certain accredited investors have agreed to invest $2.5 million in Telik in support of the merger.  Telik expects to file a proxy statement in May for a stockholder vote on approval of the merger, certain aspects of the investment, and related matters at a meeting expected to be held in June.

David Hansen, President and CEO of MabVax, said, "Through this transaction we hope to expand our current clinical platform as we pursue our lead monoclonal antibody product, 5B1, and clinical stage cancer vaccine programs.  We hope to see several of our programs achieve significant milestones in the next 24 to 30 months.  Through this transaction, our combined company will have an expanded pipeline, including a Phase 3-ready drug with FDA orphan designation available for licensing, as well as access to public markets and added financial resources."

MabVax previously announced a contract with the National Institutes of Health ("NIH") for development of a pancreatic cancer-imaging agent based on its lead antibody development candidate 5B1, and the company recently signed a manufacturing contract with Gallus Biopharmaceuticals to provide clinical trial supplies for its Phase 1 clinical program involving 5B1.  This Phase 1 program is scheduled to start in 2015.  The company's more mature cancer vaccines targeting recurrent sarcoma and ovarian cancer are currently in proof of concept Phase 2 multi-center clinical trials.  The ovarian cancer vaccine trial is fully funded by the National Institutes of Health, and both studies are fully enrolled with overall survival results expected in 2016.  The company is also preparing to enter a Phase 2 clinical trial in neuroblastoma, a childhood cancer.  Neuroblastoma is the second leading cause of cancer deaths in children and is eligible for orphan disease designation.

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