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Genentech Announces Definitive Agreement To Acquire Seragon Pharmaceuticals

Genentech, a member of the Roche Group (SIX: RO, ROG; OTCQX: RHHBY), today announced it has entered into a definitive agreement to acquire Seragon Pharmaceuticals, Inc. (Seragon), a privately held biotechnology company based in San Diego, California. With this acquisition, Genentech obtains rights to Seragon’s entire portfolio of investigational next-generation oral selective estrogen receptor degraders (SERDs) for the potential treatment of hormone receptor-positive breast cancer.

“This year, breast cancer will claim the lives of nearly 40,000 women in the United States, and up to half of these women will have a disease that is driven by the estrogen receptor,” said Richard Scheller, Ph.D., executive vice president and head of Genentech Research and Early Development. “We believe these investigational oral SERDs could one day redefine the standard of care for hormone receptor-positive breast cancer.”

Under the terms of the agreement, Genentech will make an upfront cash payment of $725 million, plus additional contingent payments of up to $1 billion based on achievement of certain predetermined milestones. The closing of the transaction is subject to customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to close in the third quarter of 2014. Once the transaction is completed, Seragon’s portfolio will be integrated into Genentech Research and Early Development.

About Hormone Receptor-Positive Breast Cancer and SERDs

Up to sixty percent of breast cancers depend on the hormone estrogen and the estrogen receptor to grow and spread. This type of breast cancer is called hormone receptor-positive breast cancer. It is typically treated with medicines, such as tamoxifen and aromatase inhibitors, that are designed to block the action at the estrogen receptor or interfere with the body’s production of estrogen. Many women who receive these current hormonal agents will eventually see their disease return or worsen.

Scientists at Seragon have developed next-generation selective estrogen receptor degraders (SERDs). This class of medicines is designed to both block estradiol action at the estrogen receptor and also eliminate the estrogen receptor from the cell altogether. It is believed that SERDs change the shape of the estrogen receptor in a manner that targets it for elimination by the cell. These next-generation dual-acting SERDs may offer an improved approach to treating hormone receptor-positive breast cancer, and potentially other cancers driven by the estrogen receptor.

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