Celgene and MorphoSys have agreed to jointly develop MOR202, a fully human monoclonal antibody targeting CD38 for the treatment of multiple myeloma and certain leukemias, in a deal worth up to $818 million, the firms said.

Under the terms of the agreement, Celgene has secured worldwide rights to MOR202, a MorphoSys-developed drug currently being evaluated in a Phase I/IIa trial involving patients with relapsed/refractory myeloma. The firms said they will be collaborating on the development of MOR202 in multiple myeloma and other indications, sharing costs on a one-third to two-thirds basis.

More specifically, Celgene—which initiated a $3 billion share buyback program June 12—will pay MorphoSys $92 million as an upfront license fee, and invest $60 million toward new shares of MorphoSys, which will be issued at a yet-to-be-determined price, pending clearance by US antitrust authorities. That price, the firms noted, is slated to include at least a premium of 15% of the closing price of the MorphoSys share prior to agreement signing.

Further, MorphoSys may be entitled to receive additional development, regulatory, and sales milestones, plus tiered double-digit royalties on net sales outside the co-promotion territory. Per the agreement, MorphoSys will retain a 50:50 profit sharing within the co-promotion territory.

“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,” MorphoSys CEO Simon Moroney, Ph.D., said in a statement. “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.”

Added Cellgene’s Mark Alles, evp and global head, hematology and oncology: “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.”

The MOR202 deal is the latest in a string of recent Cellgene collaborations. In May, the company entered a $300 million-plus collaboration with Concert Pharmaceuticals in an effort to develop new deuterium-modified small molecule compounds targeting cancer and inflammation. And in December, Cellgene tapped Sutro Biopharma expertise as part of an up-to-$500 million initiative aimed at developing antibody-drug conjugates and bispecific antibodies for undisclosed targets.

MorphoSys, too, has been on a deal-making roll. Earlier this month, the firm entered an up-to-$548 million deal with GlaxoSmithKline to develop and commercialize its MOR103, a HuCAL-derived antibody against GM-CSF, which has concluded Phase I/II development for mild to moderate rheumatoid arthritis.

And the German company stands much to gain from this most recent agreement with Celgene. During a conference call today, Dr. Moroney said that in addition to a financial boost, this deal also paves the way for MorphoSys’ transition from a technology service provider to a commercial-stage biopharma.

“Over the last 12 months we have received strong inbound interest in MOR202,” Dr. Moroney elaborated. He said that, considering speed to market and opportunities to move into other indications, the firm ultimately chose to partner with Celgene, “convinced that this alliance gives us the best possible chance of maximizing the value of the MOR202 program.”

“This deal brings to the program disease and development expertise that is second to none,” he added.

Further, Dr. Mornoey said the agreement “marks an inflection point in MorphoSys’ development as a biopharmaceutical company … to a developer of therapeutics.”

He added that, subject to antitrust clearance, the deal is expected to close within the next two months.

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