Development of novel thera­peutic anti­body ap­proach being eval­u­ated in clin­i­cal trials for patients with multiple myeloma

MorphoSys will hold a conference call on Thursday, June 27, at 4:00pm CEST (3:00pm GMT/10:00am EDT)

• Celgene secures worldwide rights to MOR202, whereby the companies will jointly develop MOR202 globally and co-promote the product in Europe
• MorphoSys retains a 50/50 profit sharing in its co-promotion territory and is eligible to receive tiered double-digit royalties outside of the co-promotion territory

{{image}}Martinsried and Munich, Germany and Summit, NJ (Press Release) – 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.

“Strategic investments in next generation medical inno­va­t 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 04:00 pm 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
www.morphosys.com/conference-calls.

A live webcast, slides, webcast replay and transcript will be made avail­able at
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 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.

Source: Celgene Corpo­ra­tion.