Merck KGaA, Darmstadt, Germany and Artios Pharma Announce a Global Strategic Collaboration on Novel DNA Damage Response Targets in Oncology - BiopharmaDirect

Merck KGaA, Darmstadt, Germany and Artios Pharma Announce a Global Strategic Collaboration on Novel DNA Damage Response Targets in Oncology

December 3, 2020

Darmstadt, Germany, Cambridge, UK and New York, USA, 3rd December 2020: Merck KGaA, Darmstadt, Germany, a leading science and technology company and Artios Pharma Limited (Artios), a leading DNA Damage Response (DDR) company developing a broad pipeline of precision medicines for the treatment of cancer, today announced a global three year strategic research collaboration to discover and develop multiple precision oncology drugs.

"Our platform has the potential to revolutionize targeted treatment in cancer and deliver on the promise of precision medicine. This collaboration will leverage the potential of our unique discovery platform of novel DNA repair nuclease inhibitors and targets that we have been developing. The partnership puts us in an exceptional position to focus internal efforts on our leading portfolio of assets which includes a small-molecule ATR inhibitor and a Polθ programme, both in candidate IND evaluation," said Niall Martin, Chief Executive Officer at Artios Pharma.

"Targeting DNA damage response has the potential to provide an important therapeutic option for many patients in need of new treatments. We are excited about working with Artios to develop novel precision oncology medicines as we move towards changing the current paradigm in cancer treatment. This collaboration further strengthens our leadership and expertise in the field and discovery of DDR inhibitors and complements our multiple innovative assets currently being evaluated in several Phase I and Phase II clinical studies," said Andree Blaukat, SVP and Head Translational Innovation Platform Oncology & Immuno-Oncology, at Merck KGaA, Darmstadt, Germany.

Under the terms of the agreement, Lilly will commence a tender offer to acquire all outstanding shares of Prevail Therapeutics Inc. for a purchase price of $22.50 per share in cash (or an aggregate of approximately $880 million) payable at closing plus one non-tradeable CVR. The CVR entitles Prevail stockholders to up to an additional $4.00 per share in cash (or an aggregate of approximately $160 million) payable (subject to certain terms and conditions) upon the first regulatory approval for commercial sale of a Prevail product in one of the following countries: United States, Japan, United Kingdom, Germany, France, Italy or Spain. To achieve the full value of the CVR, such regulatory approval must occur by December 31, 2024. If such regulatory approval occurs after December 31, 2024, the value of the CVR will be reduced by approximately 8.3 cents per month until December 1, 2028 (at which point the CVR will expire). There can be no assurance any payments will be made with respect to the CVR. The transaction is not subject to any financing condition and is expected to close in the first quarter of 2021, subject to customary closing conditions, including receipt of required regulatory approvals and the tender of a majority of the outstanding shares of Prevail's common stock. Following the successful closing of the tender offer, Lilly will acquire any shares of Prevail that are not tendered in the tender offer through a second-step merger at the same consideration as paid in the tender offer.

Nucleases are critical enzymes involved in the maintenance of genomic integrity. Cancer cells are dependent on nucleases for their survival in response to DNA damage. Also, in certain cancers which exhibit mutations in DNA damage response pathways, inhibiting key nucleases can lead to selective cancer cell killing i.e. synthetic lethality.

As part of the agreement, Artios will receive a payment of US$30 million in the form of an up-front and near-term payments. If Merck KGaA, Darmstadt, Germany chooses to exercise the option, subject to double-digit option fees, Artios will be eligible to receive up to US$860 million per target, in addition to up to double digit royalty payments on net sales of each product commercialized by Merck KGaA, Darmstadt, Germany.

Subject to certain conditions, Artios has opt-in rights for joint development and commercialization with Merck KGaA, Darmstadt, Germany for the programmes.

Source: artiospharma.com