Friday, October 07, 2011

Deals Of The Week: PPD/Carlyle Group & Hellman & Friedman; Pfizer/Puma Biotechnology & More...

This past week may have seemed plain vanilla from a deal perspective, but, ironically, it was among the most topsy-turvy of all in a year that has been relentlessly volatile for the burgeoning field cancer immunotherapy.

On Oct. 3, the Nobel Assembly announced winners of the Nobel Prize for Medicine were three immunologists, including Ralph Steinman of The Rockefeller University, who had died of pancreatic cancer three days earlier and thus became one of only a very few scientists to receive the award posthumously. The recognition came for Steinman’s discovery of dendritic cells decades ago; his work has most recently laid the scientific foundation for the biotech Dendreon Corp. to break ground and then much later dash expectations with its controversial but first-in-kind cancer vaccine Provenge for advanced prostate cancer. Bruce Beutler and Jules Hoffmann were also winners of the prize, for their work on the innate immune system, and the work of all three scientists has had implications for industry.

The mood was therefore understandably bittersweet at Cancer Research Institute’s annual scientific meeting. The meeting began in New York on Oct. 3, coincidentally the same day as both Steinman’s death and the Nobel Prize in Medicine were announced; all three prize winners have been active in CRI and winners of CRI’s prestigious William B. Coley Award. Work in the field progresses, as the roster of world-class speakers attested to, and Mitch Gold, CEO of Dendreon, received the Oliver R. Grace Award for Distinguished Service in Advancing Cancer Research – a salve no doubt in light of the recent flubbing he has taken on Wall Street for botching the Provenge launch, at least initially.

Lost in the greater dramas, perhaps, were two small deals around cancer immunotherapies, one involving a barter exchange between Merck KGAA and Ono Pharmaceuticals around Stimuvax, now in Phase III for non-small-cell-lung cancer; in exchange for Japanese rights to the cancer vaccine, Ono is giving Merck KGAA worldwide rights, excluding Japan, Korea, and Taiwan, to its experimental treatment for multiple sclerosis. In addition, Pfizer out-licensed to AZ's Medimmune subsidiary rights to its fully human monoclonal antibody tremelimumab, which binds to the protein CTLA-4, expressed on the surface of activated T-cell lymphocytes. In all cases deal terms were not disclosed but DOTW speculates…

PPD/Carlyle Group & Hellman & Friedman: Since the summer, rumors have swirled that contract research organization Pharmaceutical Product Development Inc. was in play. This week, private equity firms The Carlyle Group and Hellman & Friedman struck a $3.9 billion deal to acquire PPD, taking it private in a leveraged buyout announced Monday, Oct. 3. Affiliates of the two firms will combine to put up nearly $1.8 billion of their own equity capital, although neither firm revealed whether they contributed equally. The firms arranged for the remaining $2.2 billion as debt funding from four lenders: Credit Suisse AG, J.P. Morgan Chase Bank N.A., Goldman Sachs Bank USA and UBS Loan Finance LLC. The deal will compensate PPD stakeholders with $33.25 per share. That’s a premium of nearly 30% over PPD’s closing price of $25.66 on Sept. 30. In July, after rumors first suggested PPD might explore a sale the Wilmington, N.C.-based company issued a statement confirming that it would conduct a strategic review of its options. At the time, however, executive chairman Fred Eshelman insisted that PPD remained committed to its long-term plan and had not considered combining with another CRO. The deal is subject to a 30-day “go-shop” window, and is subject to a $58 million breakup fee if PPD chooses a higher bid, or a $116 million fee if the parties walk away for some other reason. – Paul Bonanos
Merck KGaA/ Ono Pharmaceutical Co. Ltd: Why pay cash if you can barter asset rights instead? In a duo of agreements announced Oct. 4, Germany's Merck KGaA licensed worldwide rights outside of Japan, Korea and Taiwan to Ono Pharmaceutical 's Phase II MS candidate, ONO-4641, while granting Ono Japanese rights to its own Phase III cancer immunotherapy Stimuvax. This is the second barter-style deal that Ono has signed in recent weeks. It licensed Japanese rights to Bristol-Myer Squibb's Orencia (abatacept) on September 20, while BMS gained rights in additional territories to an Ono antibody, ONO-4538/BMS-936558.

The deals were described as two separate agreements, but linking them means that less cash changes hands: Merck owed Ono Yen 1.5 billion ($18.6 million) for the MS drug, but was able to knock a third of that by granting Ono the rights to Stimuvax, now in Phase III for non-small-cell lung cancer, for €5 million ($6.6 million). No further financial details were given, except that milestone payments would be made to Ono on Merck's progress with the MS drug. Merck Serono licensed exclusive worldwide rights to Stimuvax from the US biotech, Oncothyreon. And Merck Serono has also recently snapped up another MS therapy, PI-2301, from a US company going through liquidation, Peptimmune Inc., for what appears to be a bargain $1.5 million up front.—John Davis

Puma Biotechnology Inc./Pfizer Inc.: Entrepreneur Alan Auerbach may have found a replicable biotech business model in a tough financing environment, which relies on private placements and reverse mergers to shore up financing for development of new compounds. Auerbach, a former securities analyst, founded Cougar Biotechnology in 2003 to develop oncology drugs, took it public through a reverse merger in 2006, and sold it to Johnson & Johnson for nearly $1 billion in 2009. Along the way, the company raised several hundred millions of dollars from private placements with institutional investors, who earned handsome returns upon the J&J sale.

Now, he is taking a similar tack with another start up he founded, Puma Biotechnology Inc. On Oct. 5, Puma announced that it had in-licensed worldwide commercial rights from Pfizer to an investigational pan-HER inhibitor, neratinib, now in Phase II studies for Herceptin (trastuzumab)-resistant metastatic breast cancer patients. Almost simultaneously, it also announced completion of a reverse merger with a shell company, Innovative Acquisitions Inc., and a $55 million private placement, which attracted some veteran biotech investors, such as Orbimed Private Investments IV, Adage Capital Partners, H&Q Life Science Investors, and others.

Also, in July, a company with Auerbach on its board of directors, Radius Health Inc., followed a similar financing path after a key partner elected not to exercise its option on its lead compound, a treatment for osteoporosis. Radius raised $91 million from a private placement consisting of two-thirds equity and one-third debt and engineered a reverse merger with the shell company MPM Acquisition Corp. Neratinib is being studied in the neoadjuvant, adjuvant and metastatic settings in patients with HER2/ErbB2 positive breast cancer, the same indication targeted by Roche/Genentech's closely watched T-DM1, for which FDA issued a refuse-to-file letter in August 2010.—Wendy Diller

AstraZeneca PLC/MedImmune/Pfizer Inc: Neratinib wasn’t the only oncology compound Pfizer out-licensed this week. It also gave global development rights for the cancer immunotherapy tremelimumab to Medimmune, AstraZeneca’s oncology arm. Terms of the deal were not disclosed. Tremelimumab is a fully human monoclonal antibody, which binds to the protein CTLA-4, expressed on the surface of activated T lymphocytes. Pfizer is working to build its global oncology franchise, now a distant runner to some of its Big Pharma competitors. Its top oncology drugs are Sutent (sunitinib) and the newly launched targeted therapy Xalkori (crizotinib). But it has had difficulty expanding Sutent indications beyond advanced renal cell carcinoma and gastrointestinal stromal tumors.

The question, then, is why Pfizer would have out-licensed either drug. None of the companies involved in these deals was available for comment, but Pfizer appears to be taking a nuanced approach to building its oncology franchise and is focusing on targeted therapies. And Medimmune’s expertise is in biologics, which could fit well with tremelimumab. –Wendy Diller
Gilead Sciences Inc./ Boehringer Ingelheim: Gilead will license an indeterminate number of non-catalytic site integrase inhibitors (NCINIs) for HIV from Boehringer Ingelheim, including the lead compound BI-224436. Terms were not disclosed other than that Gilead will pay BI an upfront payment plus further payments based on the achievement of development, regulatory and commercial milestones, as well as royalties on future net sales for exclusive worldwide rights to the series.

These second-generation integrase inhibitors represent a new class of antiretrovirals that bind to a novel site distinct from the current catalytic site targeted by the current generation of integrase inhibitors including Merck’s Isentress (raltegravir) or Gilead’s own late-stage candidate elvitegravir. Klaus Dugi, SVP medicine at BI, said in a press release that BI would focus on development of other assets in their virology portfolio, in particular on hepatitis C. BI-224436, which has completed a PIa trial, may offer a superior resistance profile compared with the predecessor drugs by engaging a different site on the enzyme. –Mike Goodman

1 comment:

Anonymous said...

Stimuvax is ONTY's drug