Gilead Sciences Secures Exclusive Option to Acquire Pionyr Immunotherapeutics
June 23 2020 - 7:30AM
Business Wire
– Gilead to Acquire 49.9% Equity Interest in
Pionyr and Exclusive Option for $275 Million –
– Gilead to Provide Funding for Pionyr’s
Clinical Programs and Will Have the Right to Acquire Remainder of
Pionyr for a $315 Million Option Exercise Fee –
– Pionyr Eligible to Receive up to $1.15
Billion in Future Milestone Payments Upon Achievement of Certain
Development and Regulatory Milestones –
Gilead Sciences, Inc. (Nasdaq: GILD) announced today that for
$275 million the company will acquire a 49.9 percent equity
interest in Pionyr Immunotherapeutics Inc., a privately held
company developing first-in-class cancer immunotherapies, and an
exclusive option to purchase the remainder of Pionyr. Under the
agreement, Pionyr’s shareholders may receive up to an additional
$1.47 billion in option exercise fees and future milestone
payments.
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the full release here:
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Pionyr’s Myeloid Tuning™ therapies have the potential to treat
patients who currently do not benefit from checkpoint inhibitor
therapies. PY314 and PY159 have demonstrated preclinical efficacy,
suggesting potential in solid tumors in combination with
established anti-PD(L)-1 agents. Pionyr plans to file
investigational new drug (IND) applications with the U.S. Food and
Drug Administration for both PY314 and PY159 in the third quarter
of this year. Pending Phase 1b results from either candidate – or
sooner if Gilead chooses – Gilead can exercise its exclusive option
to acquire the remainder of Pionyr.
“Pionyr is pursuing promising, novel biology in the field of
immuno-oncology,” said Daniel O’Day, Chairman and Chief Executive
Officer, Gilead Sciences. “The agreement represents important
progress as we continue to build out Gilead's presence in
immuno-oncology with innovative and complementary approaches. We
look forward to seeing the programs advance with the goal of
developing new therapies that will improve the treatment of
cancer.”
“This agreement underscores the value of our myeloid tuning
platform and the potential of our pipeline of antibody therapeutics
designed to turbocharge the immune system within the tumor
microenvironment,” said Steven P. James, President and Chief
Executive Officer, Pionyr. “PY314 and PY159 are first-in-class
antibodies designed to remove or reprogram, respectively, the
immune suppressive cells in the tumor microenvironment and thereby
enhance anti-tumor immunity. We are grateful that Gilead has
acknowledged the promise of this transformational approach to
potentially benefit patients across a range of solid tumors.”
Terms of the Agreement
Under the terms of the agreement, Pionyr’s shareholders will
receive $275 million upon closing. Gilead will receive 49.9 percent
of the common stock of Pionyr and an exclusive option to purchase
the remaining equity. Gilead may exercise its exclusive option upon
completion of Phase 1b studies for PY314 and PY159, or at an
earlier time if Gilead chooses to do so, for a $315 million option
exercise fee and up to $1.15 billion in potential future milestone
payments. In addition, Gilead will provide Pionyr with additional
funding for the PY314 and PY159 clinical programs, as well as
ongoing research and development programs.
The transaction is subject to customary closing conditions and
is expected to close shortly.
Gilead will have the right to nominate one individual to
Pionyr’s Board of Directors upon closing of the transaction. In
addition, Gilead and the other stockholders of Pionyr will jointly
select and nominate one independent individual to Pionyr’s Board of
Directors.
BofA Securities is acting as financial advisor to Gilead.
Centerview Partners LLC is acting as financial advisor to
Pionyr.
About Myeloid Tuning
Pionyr has developed a research approach called Myeloid Tuning,
which is designed to rebalance the tumor microenvironment (TME) to
promote anti-tumor immunity. Myeloid cells are a family of cell
types that play an important role in both the activation and in the
suppression of immune response to cancer. PY314 targets TREM2, a
protein commonly found on the surface of a certain type of
immunosuppressive, pro-tumor myeloid cells. PY314 is designed to
selectively deplete these cells, resulting in a rebalancing of the
tumor microenvironment that favors anti-tumor immunity. PY159
targets TREM1, a protein that is expressed on multiple
immunosuppressive myeloid cells such as macrophages, neutrophils
and myeloid derived suppressor cells. PY159 is designed to
reprogram these immunosuppressive cells to instead stimulate a
pro-inflammatory, anti-tumor immune response.
About Pionyr
Immunotherapeutics
Pionyr is exploiting novel target discovery and antibody
generation platform technologies to create the next generation of
immuno-oncology therapeutics after checkpoint inhibitors. The
company’s initial approach, termed “Myeloid Tuning,” is designed to
enhance the immune system’s anti-tumor response by specifically
altering the cellular infiltrate of the tumor microenvironment.
Pionyr’s lead programs PY314 and PY159, targeting TREM2 and TREM1
respectively, are designed to selectively deplete and in some cases
reprogram certain tumor-associated macrophages responsible for
immunosuppression. Pionyr has raised $78 million from venture
investors including New Enterprise Associates, OrbiMed, SV Health
Investors, Sofinnova Ventures, Vida Ventures, Osage University
Partners, Mission Bay Ventures, and Trinitas Ventures. For more
information, please visit www.pionyrtx.com.
About Gilead Sciences
Gilead Sciences, Inc. is a research-based biopharmaceutical
company that discovers, develops and commercializes innovative
medicines in areas of unmet medical need. The company strives to
transform and simplify care for people with life-threatening
illnesses around the world. Gilead has operations in more than 35
countries worldwide, with headquarters in Foster City, California.
For more information, please visit the company’s website at
www.gilead.com.
Gilead Forward-Looking
Statements
This press release includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that are subject to risks, uncertainties and other factors,
including the ability of the parties to complete this transaction
in a timely manner or at all, the ability of the parties to meet
potential milestones in the estimated timelines or at all and the
risk that the parties may not realize the expected benefits of this
transaction. All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements. These risks, uncertainties and other factors could
cause actual results to differ materially from those referred to in
the forward-looking statements. The reader is cautioned not to rely
on these forward-looking statements. These and other risks are
described in detail in Gilead’s Quarterly Report on Form 10-Q for
the quarter ended March 31, 2020, as filed with the U.S. Securities
and Exchange Commission. All forward-looking statements are based
on information currently available to Gilead, and Gilead assumes no
obligation to update any such forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20200623005314/en/
Gilead Contacts: Douglas Maffei, PhD, Investors (650)
522-2739
Marni Kottle, Media (650) 522-5388
Pionyr Contact: Jason Spark CanaleComm, for Pionyr (619)
849-6005 jason@canalecomm.com
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