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|Articles|July 2, 2013

MorphoSys and Celgene Sign Monoclonal Antibody Pact

The companies agree to jointly develop and promote MOR202, an oncology mAb in a deal potentially valued at more than $800 million.

MorphoSys AG and Celgene have agreed to jointly develop on a global basis, MOR202, an investigational fully human monoclonal antibody for treating treat patients with multiple myeloma and certain leukemias, and to co-promote the drug in Europe. The potential value of the deal, conditioned upon reaching certain milestones, is valued at more than $800 million.

Under the terms of the agreement, MorphoSys will receive an upfront license fee of EUR 70.8 million ($92 million), and Celgene will invest EUR 46.2 million ($60 million) to subscribe for new shares of MorphoSys, according to a Celgene statement. The new shares will be issued at a price to be determined upon the transaction becoming effective following clearance by the US antitrust authorities. 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 copromotion territory. The total potential value of this transaction, assuming all development, regulatory and sales milestones are reached, may be up to EUR 628 million ($818 million).

MOR202 is antibody targeting CD38 to treat patients with multiple myeloma (MM) and certain leukemias and is currently being evaluated in a Phase I/IIa trial in patients with relapsed/refractory myeloma. The drug candidate was generated from MorphoSys’s proprietary HuCAL (Human Combinatorial Antibody Library) technology, which involves the in vitro generation of highly specific and fully human antibodies. 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, according to the Celgene release.

The agreement between MorphoSys and Celgene is subject to clearance by the US antitrust authorities and will become effective as soon as this condition has been met, according to the Celgene statement.

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