Moleculin Announces Proposed Underwritten Public Offering

On February 2, 2021 Moleculin Biotech, Inc., (Nasdaq: MBRX) ("Moleculin" or the "Company"), a clinical stage pharmaceutical company with a broad portfolio of drug candidates targeting highly resistant tumors and viruses, reported that it intends to offer and sell shares of common stock (or pre-funded warrants in lieu thereof) in an underwritten public offering (Press release, Moleculin, FEB 2, 2021, View Source [SID1234574499]). All shares of common stock (or pre-funded warrants in lieu thereof) in the offering will be sold by Moleculin. As part of this offering, Moleculin intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of common stock offered in the public offering. The proposed offering is subject to market and other conditions. There can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

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Moleculin Biotech, Inc. is a clinical stage pharmaceutical company focused on the development of a broad portfolio of oncology drug candidates for the treatment of highly resistant tumors. (PRNewsfoto/Moleculin Biotech, Inc.)

Oppenheimer & Co. Inc. is acting as the sole book-running manager for the proposed offering.

The Company intends to use the net proceeds of the offering to fund its planned clinical trials, preclinical programs, for other research and development activities and for general corporate purposes.

The securities described above are being offered by the Company pursuant to a shelf registration statement on Form S-3 (No. 333-235686) originally filed December 23, 2019 with the Securities and Exchange Commission (SEC) and declared effective by the SEC on April 9, 2020. A preliminary prospectus supplement and the accompanying prospectus relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website at View Source Copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained, when available, from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, New York 10004, by telephone at (212) 667-8055, or by email at [email protected]. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Amgen Reports Fourth Quarter And Full Year 2020 Financial Results

On February 2, 2021 Amgen (NASDAQ:AMGN) reported financial results for the fourth quarter and full year 2020 versus comparable periods in 2019 (Press release, Amgen, FEB 2, 2021, View Source [SID1234574498]). Key results include:

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For the fourth quarter, total revenues increased 7% to $6.6 billion in comparison to the fourth quarter of 2019, driven by higher volume growth, partially offset by lower net selling prices.
Product sales increased 8% globally, driven by 13% volume growth across the portfolio, including Otezla (apremilast), MVASI (bevacizumab-awwb), KANJINTI (trastuzumab-anns), and Repatha (evolocumab), partially offset by declines in mature products that resulted from biosimilar and generic competition.
For the full year, total revenues increased 9% to $25.4 billion driven by higher volume growth, partially offset by lower net selling prices and the effects of the COVID-19 pandemic.
GAAP earnings per share (EPS) decreased 3% to $2.76 in the fourth quarter and 4% to $12.31 for the full year primarily driven by the amortization of costs associated with our November 2019 acquisition of Otezla, partially offset by an increase in revenues.
For the fourth quarter, GAAP operating income decreased 2% to $2.0 billion and GAAP operating margin decreased 3.1 percentage points to 31.7%, primarily driven by the amortization of intangible assets from our Otezla acquisition. For the full year, GAAP operating income decreased 6% to $9.1 billion and GAAP operating margin decreased 5.9 percentage points to 37.7%.
Non-GAAP EPS increased 5% in the fourth quarter to $3.81, and 12% to $16.60 for the full year, driven by increased revenues, partially offset by increased operating expenses.
For the fourth quarter, non-GAAP operating income increased 4% to $2.7 billion and non-GAAP operating margin decreased 1.5 percentage points to 43.1%. For the full year, non-GAAP operating income increased 11% to $12.3 billion and non-GAAP operating margin increased 0.7 percentage points to 50.9%.
The Company generated $9.9 billion of free cash flow for the full year versus $8.5 billion in 2019.
2021 total revenues guidance of $25.8-$26.6 billion; EPS guidance of $12.12-$13.17 on a GAAP basis and $16.00-$17.00 on a non-GAAP basis.
References in this release to "non-GAAP" measures, measures presented "on a non-GAAP basis" and to "free cash flow" (computed by subtracting capital expenditures from operating cash flow) refer to non-GAAP financial measures. Adjustments to the most directly comparable GAAP financial measures and other items are presented on the attached reconciliations.

Product Sales Performance

Total product sales increased 8% for the fourth quarter of 2020 versus the fourth quarter of 2019 driven by 13% volume growth, partially offset by lower net selling price. Product sales increased 9% for the full year driven by 15% volume growth, partially offset by lower net selling price. Full-year product sales in the U.S. grew 9%. Full-year product sales outside the U.S. grew 10%, with revenues in the Asia-Pacific region exceeding $1 billion for the first time.

COVID-19 update: During the fourth quarter, physician-patient interactions continued to rebound but remained below pre-COVID-19 levels on a portfolio basis. We expect continued COVID-19 impact and quarter-to-quarter variability throughout 2021, with recovery in the latter part of the year contingent upon the speed and effectiveness of the global vaccination rollout. Recall, Q1 2020 also benefited from ~$100 million in inventory stocking across the portfolio related to COVID-19, which we do not expect to repeat in Q1 2021.

Results for individual products are as follows:

Prolia (denosumab) sales were flat year-over-year for the fourth quarter, and increased 3% for the full year. Given the impact of the pandemic in the second quarter of 2020 and the 6-month dosing regimen of Prolia, the number of repeat patients in the fourth quarter was lower than historical trends. We saw a sustained positive trend in new patients starting treatment, as osteoporosis diagnosis levels in the U.S. reached ~80% of pre-COVID-19 levels in the fourth quarter, and we remain confident in the continued recovery and growth of Prolia. With approximately 9 million osteoporotic fractures each year globally, our efforts remain focused on ensuring that post-menopausal women receive appropriate screening, diagnosis and treatment.
EVENITY (romosozumab-aqqg) sales increased 6% year-over-year for the fourth quarter and increased 85% for the full year, driven by volume growth. We expect the second half 2020 inventory drawdown in Japan from our partner Astellas to be largely complete. We expect strong volume growth for Evenity to continue in 2021.
Repatha sales increased 27% year-over-year for the fourth quarter, and increased 34% for the full year, driven by 49% and 67% volume growth, respectively. These volume gains in 2020 were partially offset by price declines resulting from contracting to improve Medicare Part D patient access and patient affordability. With comprehensive payer coverage now secured in the U.S., we expect net selling price to remain relatively stable in 2021. Repatha remains the global proprotein convertase subtilisin/kexin type 9 (PCSK9) segment leader, and we remain confident in our ability to grow Repatha given the millions of high-risk cardiovascular patients worldwide.
Aimovig (erenumab-aooe)* sales increased 6% year-over-year for the fourth quarter, and increased 24% for the full year, driven by volume growth, partially offset by lower net selling price. Aimovig remains the leader within the preventive calcitonin gene-related peptide (CGRP) segment, with 46% average share of total prescriptions (TRx), and 38% average share of new-to-brand prescriptions (NBRx) in the fourth quarter. The impact of the COVID-19 pandemic has dampened new patient starts for this segment. However, with strong payer access as well as recent positive efficacy and safety data versus topiramate, Aimovig is well positioned for long-term growth in the preventive segment, which impacts more than 4 million individuals in the U.S.
Parsabiv (etelcalcetide) sales decreased 4% year-over-year for the fourth quarter, and increased 14% for the full year. Parsabiv sales benefited in the quarter from an end customer inventory build ahead of the inclusion of calcimimetics in the end-stage renal disease (ESRD) bundled payment system. With Parsabiv’s inclusion in the bundle, we expect sales to decline by approximately 40-50% in 2021 as U.S. dialysis centers update their treatment protocols to shift utilization from Parsabiv to generic oral calcimimetics. Additionally, we expect sales in Q1 2021 to be impacted as customers draw down the approximately $40 million in inventory built in the second half of 2020.
Otezla* generated $617 million of sales in the fourth quarter of 2020, and $2.2 billion for the full year. Full-year U.S. Otezla TRx increased 13% year-over-year, and NBRx volumes continued to recover from the effects of COVID-19. Looking forward, we see growth opportunities with continued geographic expansion and the planned U.S. submission of the mild-to-moderate psoriasis indication.
Enbrel (etanercept)* sales decreased 5% year-over-year for the fourth quarter, and decreased 4% for the full year, driven by volume declines. In addition, the full year decrease was driven by lower net selling price, partially offset by favorable changes to estimated sales deductions. Enbrel share declined modestly in the fourth quarter, and that loss was compounded by lower growth of the rheumatology segment due to COVID-19. Enbrel benefited from ~$115M in favorable changes to estimated sales deductions in Q1 2020 which will unfavorably impact the year-over-year comparison in Q1 2021.
AMGEVITA (adalimumab) increased 45% year-over-year for the fourth quarter, and increased 54% for the full year driven by volume growth, partially offset by lower net selling price. AMGEVITA continues to be the most prescribed adalimumab biosimilar in Europe. We expect volume trends to continue into 2021 as we launch into additional markets across the world.
KYPROLIS (carfilzomib) sales increased 2% year-over-year for the fourth quarter, and increased 2% for the full year. Uptake of KYPROLIS in combination with DARZALEX (daratumumab) plus dexamethasone (DKd) in the U.S. has been encouraging as reflected in new patient share, and we expect this momentum to continue into 2021 with additional global regulatory approvals of the DKd combination.
XGEVA (denosumab) sales increased 3% year-over-year for the fourth quarter driven by volume growth. The full year decline of 2% was driven by the impacts of the COVID-19 pandemic, including a decrease in patient visits and revised treatment recommendations to prioritize primary cancer treatments over bone-targeting agents. In 2021, we expect volume growth to continue.
Vectibix (panitumumab) sales increased 21% year-over-year for the fourth quarter, and increased 9% for the full year, driven by volume growth. In the fourth quarter, volume growth benefited from the timing of shipments to Takeda, our partner in Japan.
Nplate (romiplostim) sales increased 8% year-over-year for the fourth quarter, benefited by favorable changes in inventory and volume growth, and increased 7% for the full year, driven by volume growth.
BLINCYTO (blinatumomab) sales increased 29% year-over-year for the fourth quarter, and increased 21% for the full year, driven by volume growth as we continued to see broader adoption in the community hospital setting.
MVASI generated $280 million of sales in the fourth quarter of 2020, and $798 million of sales for the full year. In the U.S., MVASI became the leader of the bevacizumab segment in the fourth quarter with an average share of 48%. Sales increased 21% quarter-over-quarter driven by 25% volume growth, partially offset by a decline in net selling price. Heading into 2021, we expect MVASI to be launched across multiple new markets and expect worldwide volume growth, partially offset by a decline in net selling price due to increased competition.
KANJINTI generated $158 million of sales in the fourth quarter of 2020, and $567 million for the full year, with a 41% average share of the trastuzumab segment in the U.S for the fourth quarter. Sales declined quarter-over-quarter as volume gains were offset by price declines and unfavorable changes to estimated sales deductions. Given the number of competitors in the trastuzumab segment, we expect the fourth quarter sequential sales trend to continue in 2021.
Neulasta (pegfilgrastim) sales decreased 19% year-over-year for the fourth quarter, and decreased 29% for the full year, driven by declines in net selling price and volumes due to increased biosimilar competition. Within the long-acting granulocyte colony-stimulating factor (G-CSF) segment, Neulasta Onpro continues to be the preferred choice for physicians and patients with volume share of 54% in the quarter. The most recent published Average Selling Price for Neulasta in the U.S. showed a decline of 28% year-over-year. In 2021, we expect the pricing and volume dynamics to continue as biosimilar competition increases.
NEUPOGEN (filgrastim) sales decreased 26% year-over-year for the fourth quarter, and decreased 15% for the full year, driven by volume decline due to competition.
EPOGEN (epoetin alfa) sales decreased 37% year-over-year for the fourth quarter, and decreased 31% for the full year, driven by volume declines, as well as lower net selling price resulting from our existing contractual commitment with DaVita. We expect these volume and pricing trends to continue in 2021.
Aranesp (darbepoetin alfa) sales decreased 12% year-over-year for the fourth quarter, and decreased 9% for the full year, driven by lower net selling price and volume declines due to competition.
Sensipar/Mimpara (cinacalcet) sales decreased 58% year-over-year for the fourth quarter, and decreased 48% for the full year, driven by declines in volume due to generic competition.
* We expect Aimovig, Otezla and Enbrel to follow the historic pattern of lower Q1 sales relative to subsequent quarters due to the impact of benefit plan changes, insurance reverification and increased co-pay expenses as U.S. patients work through deductibles.

Operating Expense, Operating Margin and Tax Rate Analysis

On a GAAP basis:

Total Operating Expenses increased 11% in the fourth quarter and 19% for the full year. Cost of Sales margin increased 3.9 percentage points in the fourth quarter primarily driven by the amortization of intangible assets acquired in the Otezla acquisition, product mix, profit share and royalties. For the full year, Cost of Sales margin increased 5.8 percentage points, primarily driven by the amortization of intangible assets acquired in the Otezla acquisition, royalties, and profit share, partially offset by lower manufacturing costs. Research & Development (R&D) expenses decreased 6% in the fourth quarter driven by lower spend in research and early pipeline, which includes recoveries from our collaboration with BeiGene. For the full year, R&D expenses increased 2% driven by higher spend in support of our late-stage development programs, primarily sotorasib, our biosimilars and Otezla, partially offset by recoveries from our collaboration with BeiGene, and lower spend in certain oncology programs included in research and early pipeline. Selling, General & Administrative (SG&A) expenses increased 17% in the fourth quarter and 11% for the full year primarily due to investments in marketed product support, including Otezla, and product launches. The full-year increase was partially offset by a reduction in certain expenses due to the impact of COVID-19.
Operating Margin decreased 3.1 percentage points in the fourth quarter to 31.7% primarily driven by the amortization of intangible assets from our Otezla acquisition, and decreased 5.9 percentage points for the full year to 37.7%.
Tax Rate decreased 0.1 percentage points in the fourth quarter and 3.5 percentage points for the full year. The full year tax rate decrease is primarily driven by audit settlements, adjustments to prior year tax liabilities and lower interest expense on tax accruals.
On a non-GAAP basis:

Total Operating Expenses increased 9% in the fourth quarter and 7% for the full year. Cost of Sales margin increased 1.7 percentage points in the fourth quarter primarily due to product mix, profit share, and royalties. For the full year, Cost of Sales margin increased 0.1 percentage points primarily driven by royalties, profit share and product mix, offset by lower manufacturing costs. R&D expenses decreased 8% in the fourth quarter driven by lower spend in research and early pipeline, which includes recoveries from our collaboration with BeiGene. For the full year, R&D expenses increased 1% driven by the higher spend in support of our late-stage development programs, primarily sotorasib, our biosimilars and Otezla, partially offset by recoveries from our collaboration with BeiGene, and lower spend in certain oncology programs included in research and early pipeline. SG&A expenses increased 17% in the fourth quarter and 10% for the full year, primarily due to investments in marketed product support, including Otezla, and product launches. The full-year increase was partially offset by a reduction in certain expenses due to the impact of COVID-19.
Operating Margin decreased 1.5 percentage points to 43.1% in the fourth quarter, and increased 0.7 percentage points to 50.9% for the full year.
Tax Rate increased 0.5 percentage points in the fourth quarter and decreased 1.2 percentage points for the full year. The fourth quarter tax rate increase is primarily driven by changes in foreign loss utilization, partially offset by lower interest expense on tax accruals. The full year tax rate decrease is primarily driven by adjustments to prior year tax liabilities and lower interest expense on tax accruals.
Cash Flow and Balance Sheet

The Company generated $2.0 billion of free cash flow in the fourth quarter of 2020 versus $2.3 billion in the fourth quarter of 2019. The Company generated $9.9 billion of free cash flow for the full year 2020 versus $8.5 billion in 2019.
The Company’s fourth quarter 2020 dividend of $1.60 per share was declared on October 21, 2020, and was paid on December 8, 2020, to all stockholders of record as of November 16, 2020, representing a 10% increase from 2019.
During the fourth quarter of 2020, the Company repurchased 5.3 million shares of common stock at a total cost of $1.2 billion. For the full year, the Company repurchased 15.2 million shares of common stock at a total cost of $3.5 billion. At the end of the fourth quarter, the Company had $3.0 billion remaining under its stock repurchase authorization.
Cash and investments totaled $10.6 billion and debt outstanding totaled $33.0 billion at the end of Q4 2020.
2021 Guidance

For the full year 2021, the Company expects:

Total revenues in the range of $25.8 billion to $26.6 billion.
On a GAAP basis, EPS in the range of $12.12 to $13.17 and a tax rate in the range of 11.0% to 12.5%.
On a non-GAAP basis, EPS(1) in the range of $16.00 to $17.00 and a tax rate in the range of 13.0% to 14.0%.
Capital expenditures to be approximately $900 million.
Quarterly dividend increased to $1.76 per share.
Share repurchases in the range of $3.0B to $4.0B subject to our Board’s authorization.
(1) Effective January 2021, we began to exclude the gains and losses on our investments in equity securities from our non-GAAP measures that are recorded to interest and other income pursuant to an update to our non-GAAP policy. This policy update does not apply to our strategic investment in BeiGene, which is included in our non-GAAP results, and is accounted for under the equity method of accounting. Please note that this updated non-GAAP policy will become the basis for our comparisons going forward in 2021 and is reflected in our 2021 guidance. For convenience, we are providing additional information in the attached reconciliations to show the effects of the application of the new policy as if it had been adopted at the beginning of 2020.

Fourth Quarter Product and Pipeline Update

The Company provided the following updates on selected product and pipeline programs:

Sotorasib

Regulatory submissions have been completed in the U.S., EU, Canada, Australia, Brazil and the United Kingdom for the treatment of patients with KRAS G12C-mutated locally advanced or metastatic non-small cell lung cancer (NSCLC), following at least one prior systemic therapy.
Sotorasib has received Breakthrough Therapy Designation in the U.S. and China and is being reviewed under the Real-Time Oncology Review pilot program in the U.S.
The positive results of the registrational Phase 2 monotherapy study in patients with KRAS G12C-mutated advanced NSCLC were presented at the World Conference on Lung Cancer in January 2021. Sotorasib demonstrated a confirmed objective response rate of 37.1%, including 3 complete responses, a median duration of response of 10 months and median progression-free survival of 6.8 months. Sotorasib had a favorable benefit-risk profile with most treatment-related adverse events mild-to-moderate and no treatment-related deaths. In exploratory analyses, encouraging tumor response to sotorasib was observed across a range of biomarker subgroups, including patients with negative or low programmed death-ligand 1 (PD-L1) expression levels and those with serine threonine kinase 11 (STK11) mutation.
Data from the Phase 2 monotherapy study in advanced colorectal cancer patients are expected in H1 2021.
A Phase 2 monotherapy study is expected to initiate in H1 2021 for previously untreated NSCLC patients with the highest unmet need, including STK11 mutations, as determined by biomarker analyses.
Ten Phase 1b combination cohorts with sotorasib are enrolling patients with some initial data expected in H1 2021. The safety hurdle has been cleared for the 960mg sotorasib dose in combination with a mitrogen-activated protein kinase kinase (MEK) inhibitor and an expansion cohort has been enrolled to assess efficacy. A triplet cohort combining sotorasib, a MEK inhibitor and an epidermal growth factor receptor (EGFR) antibody has also been initiated.
Tezepelumab

Data from the pivotal Phase 3 NAVIGATOR study will be presented at the American Academy of Allergy Asthma and Immunology Virtual Annual Meeting in February.
Regulatory submissions in the U.S. and EU are expected in H1 2021.
Otezla

The Company expects to submit a supplemental New Drug Application to the FDA in Q1 2021 for the treatment of adults with mild-to-moderate plaque psoriasis.
Oncology / Hematology Pipeline

In December, the European Commission approved an expanded indication for the use of BLINCYTO in patients with Philadelphia chromosome positive B-precursor ALL that have failed treatment with at least two tyrosine kinase inhibitors and have no alternative treatment options.
Dose escalation data for AMG 757, a half-life extended BiTE molecule targeting delta-like ligand 3 (DLL3) for relapsed or refractory small cell lung cancer, were presented at the Society for Immunotherapy of Cancer (SITC) (Free SITC Whitepaper) 35th Annual Meeting in October 2020 and the World Conference on Lung Cancer in January 2021, and the Company expects to enter AMG 757 into expansion cohorts over the next several months.
Dose escalation data for AMG 701 (pavurutamab), a half-life extended BiTE molecule targeting B-cell maturation antigen (BCMA) for relapsed or refractory multiple myeloma, were presented at the American Society of Hematology (ASH) (Free ASH Whitepaper) Annual Meeting in December. Enrollment in the Phase 1 study has been paused while we discuss protocol modifications to optimize safety monitoring and mitigation with the FDA. Currently enrolled patients who are demonstrating benefit may continue to receive investigational product and the Company expects to resume patient enrollment in H1 2021.
Clinical development of AMG 673, a half-life extended BiTE molecule targeting CD33, is paused while we gather further information on the CD33 program through progression of AMG 330.
Clinical development of AMG 596, a BiTE molecule targeting EGFR variant III for glioblastoma, has been stopped as we prioritize our portfolio.
Phase 1 development of the oral MCL-1 inhibitor AMG 397 was paused with focus shifting to the intravenous MCL-1 inhibitor AMG 176, currently in Phase 1 for the treatment of hematologic malignancies.
Nplate

In December, the European Commission approved an expanded indication for use in adult patients who have had immune thrombocytopenia for 12 months or less and who have had an insufficient response to corticosteroids or immunoglobulins.
The FDA has approved Nplate for the treatment of Hematopoietic Syndrome of Acute Radiation Syndrome.*
IMLYGIC

A Phase 3 study evaluating IMLYGIC in combination with pembrolizumab (KEYTRUDA) versus pembrolizumab alone for treatment of unresectable stage IIIB to IVM1c melanoma was stopped for futility after an interim analysis by the Data Monitoring Committee. No new safety signals were observed.
Aimovig

In November, Novartis announced positive results from a head-to-head trial where Aimovig demonstrated superiority vs. topiramate in achieving at least a 50% reduction from baseline in monthly migraine days. Aimovig also demonstrated a significantly lower rate of discontinuation due to AEs vs. topiramate.
Repatha

In November, a supplemental Biologics License application was submitted to the FDA for the treatment of pediatric patients with heterozygous familial hypercholesterolemia.
ABP 959 (biosimilar SOLIRIS)

A Phase 3 study evaluating the efficacy and safety of ABP 959 compared with Soliris (eculizumab) in adults with paroxysmal nocturnal hemoglobinuria has completed enrollment.
* Funding and execution of the pivotal study was provided by the National Institute of Allergy and Infectious Diseases (NIAID) and the Priority Review regulatory submission was conducted in partnership with the Biomedical Advanced Research and Development Authority (BARDA).

KEYTRUDA is a registered trademark of Merck Sharp & Dohme Corp., a subsidiary of Merck & Co. Inc.

Tezepelumab is being developed in collaboration with AstraZeneca

SOLIRIS is a registered trademark of Alexion Pharmaceuticals, Inc.

Non-GAAP Financial Measures

In this news release, management has presented its operating results for the fourth quarters and full years of 2020 and 2019, in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and on a non-GAAP basis. In addition, management has presented its full year 2021 EPS and tax rate guidance in accordance with GAAP and on a non-GAAP basis. These non-GAAP financial measures are computed by excluding certain items related to acquisitions, restructuring and certain other items from the related GAAP financial measures. Reconciliations for these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the news release. Management has also presented Free Cash Flow (FCF), which is a non-GAAP financial measure, for the fourth quarters and full years of 2020 and 2019. FCF is computed by subtracting capital expenditures from operating cash flow, each as determined in accordance with GAAP.

The Company believes that its presentation of non-GAAP financial measures provides useful supplementary information to and facilitates additional analysis by investors. The Company uses certain non-GAAP financial measures to enhance an investor’s overall understanding of the financial performance and prospects for the future of the Company’s ongoing business activities by facilitating comparisons of results of ongoing business operations among current, past and future periods. The Company believes that FCF provides a further measure of the Company’s liquidity.

The Company uses the non-GAAP financial measures set forth in the news release in connection with its own budgeting and financial planning internally to evaluate the performance of the business, including to allocate resources and to evaluate results relative to incentive compensation targets. The non-GAAP financial measures are in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.

Beginning January 1, 2021, we began to exclude the gains and losses on our investments in equity securities from our non-GAAP measures that are recorded to interest and other income. This exclusion will not apply to our share of the earnings and losses of our strategic investments in corporations accounted for under the equity method of accounting, such as our investment in BeiGene. The Company will be excluding gains and losses from equity investments for the purpose of calculating the non-GAAP financial measures presented because the Company believes the results of such gains and losses are not representative of our normal business operations. We are making this change beginning in 2021 because, as we have increased our investments in these companies, we recognized that the resulting variability can impede comparability between periods of our financial performance for our ongoing business operations.

PerkinElmer Announces Financial Results for the Fourth Quarter and Full Year of 2020

On February 2, 2021 PerkinElmer, Inc. (NYSE: PKI), a global leader committed to innovating for a healthier world, reported financial results for the fourth quarter and full year ended January 3, 2021 (Press release, PerkinElmer, FEB 2, 2021, View Source [SID1234574497]).

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Fourth Quarter 2020

The Company reported GAAP earnings per share from continuing operations of $3.38, as compared to GAAP earnings per share from continuing operations of $0.58 in the fourth quarter of 2019. GAAP revenue for the quarter was $1.355 billion, as compared to $805 million in the fourth quarter of 2019. GAAP operating income from continuing operations for the quarter was $510 million, as compared to $138 million for the same period a year ago. GAAP operating profit margin was 37.7% as a percentage of revenue, as compared to 17.2% in the fourth quarter of 2019.

Adjusted earnings per share from continuing operations for the quarter was $3.96, as compared to $1.35 in the fourth quarter of 2019. Adjusted revenue for the quarter was $1.355 billion, as compared to $806 million in the fourth quarter of 2019. Adjusted operating income from continuing operations for the quarter was $571 million, as compared to $192 million for the same period a year ago. Adjusted operating profit margin was 42.2% as a percentage of adjusted revenue, as compared to 23.9% in the fourth quarter of 2019.

Full Year 2020

The Company reported GAAP earnings per share from continuing operations of $6.50, as compared to GAAP earnings per share from continuing operations of $2.04 in 2019. GAAP revenue for the year was $3.783 billion, as compared to $2.884 billion in 2019. GAAP operating income from continuing operations for the year was $979 million, as compared to $362 million in 2019. GAAP operating profit margin was 25.9% as a percentage of revenue, as compared to 12.6% in 2019.

Adjusted earnings per share from continuing operations for the year was $8.30, as compared to $4.10 in 2019. Adjusted revenue for the year was $3.784 billion, as compared to $2.884 billion in 2019. Adjusted operating income from continuing operations for the year was $1.203 billion, as compared to $596 million in 2019. Adjusted operating profit margin was 31.8% as a percentage of adjusted revenue, as compared to 20.7% in 2019.

Adjustments for the Company’s non-GAAP financial measures have been noted in the attached reconciliations.

"While the fourth quarter and full year financial results are certainly impressive, we have many accomplishments beyond the headline financial numbers to be proud of," said Prahlad Singh, president and chief executive officer of PerkinElmer. "The team’s response to the pandemic, and their resolute focus throughout 2020 to be a part of the solution, was humbling and inspiring to watch. As we look ahead, I could not be more excited about the future for PerkinElmer."

Financial Overview by Reporting Segment for the Fourth Quarter and Full Year 2020

Discovery & Analytical Solutions

Fourth quarter 2020 revenue was $503 million, as compared to $496 million for the fourth quarter of 2019. Reported revenue increased 1% and organic revenue decreased 2% as compared to the fourth quarter of 2019. Full year 2020 revenue was $1.716 billion, as compared to $1.746 billion in 2019. Full year reported revenue decreased 2% and organic revenue decreased 4%.
Fourth quarter 2020 operating income from continuing operations was $73 million, as compared to $91 million for the comparable prior period. Full year 2020 operating income was $183 million, as compared to $238 million in 2019.
Fourth quarter 2020 adjusted operating income was $92 million, as compared to $116 million for the fourth quarter of 2019. Full year 2020 adjusted operating income was $267 million, as compared to $338 million in 2019.
Diagnostics

Fourth quarter 2020 revenue was $852 million, as compared to $309 million for the fourth quarter of 2019. Reported revenue increased 176% and organic revenue increased 172% as compared to the fourth quarter of 2019. Full year 2020 revenue was $2.067 billion, as compared to $1.138 billion in 2019. Full year reported revenue increased 82% and organic revenue increased 81%.
Fourth quarter 2020 operating income from continuing operations was $460 million, as compared to $61 million for the comparable prior period. Full year 2020 operating income was $874 million, as compared to $189 million in 2019.
Fourth quarter 2020 adjusted operating income was $502 million, as compared to $91 million for the fourth quarter of 2019. Full year 2020 adjusted operating income was $1.010 billion, as compared to $316 million in 2019.
Initiates Financial Guidance: First Quarter and Full Year 2021 Guidance

For the first quarter of 2021, the Company forecasts GAAP revenue of approximately $1.19 billion. GAAP earnings per share from continuing operations of at least $2.52 and, on a non-GAAP basis, which is expected to include the adjustments noted in the attached reconciliation, adjusted earnings per share of at least $3.00.

For the full year of 2021, the Company forecasts GAAP revenue of at least $4.08 billion. GAAP earnings per share from continuing operations of at least $6.73 and, on a non-GAAP basis, which is expected to include the adjustments noted in the attached reconciliation, adjusted earnings per share of at least $8.50.

Conference Call Information

The Company will discuss its fourth quarter and full year 2020 results and its outlook for business trends in a conference call on February 2, 2021 at 5:00 p.m. Eastern Time. To access the call, please dial (720) 405-2250 prior to the scheduled conference call time and provide the access code 2779705.

A live audio webcast of the call will be available on the Investors section of the Company’s Web site, www.perkinelmer.com. Please go to the site at least 15 minutes prior to the call in order to register, download, and install any necessary software. An archived version of the webcast will be posted on the Company’s Web site for a two-week period beginning approximately two hours after the call.

Use of Non-GAAP Financial Measures

In addition to financial measures prepared in accordance with generally accepted accounting principles (GAAP), this earnings announcement also contains non-GAAP financial measures. The reasons that we use these measures, a reconciliation of these measures to the most directly comparable GAAP measures, and other information relating to these measures are included below following our GAAP financial statements.

Kiadis shareholders give irrevocable commitment to tender 36.6% of the shares under the offer by Sanofi

On February 2, 2021Sanofi (Euronext: SAN and NYSE: SNY) and Kiadis Pharma NV reported that (Press release, Sanofi, FEB 2, 2021, View Source [SID1234574495])

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Reference is made to the joint press release by Sanofi and Kiadis dated 2 November 2020 in respect of the Offer to be made by Sanofi at an offer price of EUR 5.45 in cash per share (cum dividend).

Highlights:

36.6% Shares issued and outstanding on a fully diluted basis, now committed under the Offer
Kiadis and Sanofi reached agreement with Empery, Life Sciences Partners, former CytoSen shareholders and option holders and Kreos Capital in relation to their rights to acquire Shares and their irrevocable commitment to tender all their Shares under the Offer
Today, Sanofi and Kiadis jointly announce the entering into of irrevocable undertakings with (i) Empery Asset Master Ltd., Empery Tax Efficient, LP and Empery Tax Efficient III, LP (jointly " Empery "), (ii) funds managed by Life Sciences Partners (jointly " Life Sciences Partners "), (iii) former CytoSen Therapeutics Inc. (" CytoSen ") shareholders and option holders, and (iv) Kreos Capital V (UK) Limited (" Kreos Capital ").

36.6% Shares issued and outstanding on a fully diluted basis, now committed under the Offer

As set out in the joint press release by Sanofi and Kiadis dated 2 November 2020, Life Sciences Partners have previously undertaken to tender their current shareholding under the Offer. Together with the additional irrevocable undertakings given by Empery, Life Sciences Partners, the former CytoSen shareholders and option holders and Kreos Capital, approximately 36.6% of the total number of issued and outstanding ordinary shares in the capital of Kiadis, each with a nominal value of EUR 0.10 (the " Shares ") on a fully diluted basis as at settlement of the Offer is now committed under the Offer.

Irrevocable Empery and Life Sciences Partners

Empery and Life Sciences Partners hold 3,745,318 1 and 1,493,429 warrants 2 (the " Warrants "), respectively, and when exercised representing 6.13% and 2.44%, respectively, of the issued and outstanding Shares on a fully diluted basis as at settlement of the Offer .

Kiadis, Sanofi, Empery and Life Sciences Partners have agreed, pursuant to two separate agreements on customary terms and conditions and conditional upon the Offer being declared unconditional and the merger agreement between Sanofi and Kiadis (the Merger Agreement) not being terminated: (i) to adjust the exercise price payable by Empery and Life Sciences Partners to Kiadis for the exercise of the Warrants to EUR 0.38 per Warrant, such that the net proceeds to be received by Empery and Life Sciences Partners per Warrant is equal to the Black Scholes value of the Warrant which would otherwise have been due and payable in cash upon settlement of the Offer; (ii) that the Warrants will be exercised by Life Sciences Partners and Empery for the aforementioned exercise price; and (iii) that upon exercise of the Warrants, the corresponding Shares will be tendered under the Offer in exchange for payment of the Offer Price per Share by Sanofi. The irrevocable undertakings given by Empery and Life Sciences Partners relate to their entire respective holdings of Warrants.

Irrevocable former CytoSen shareholders and option holders

Former CytoSen shareholders and option holders are, pursuant to the agreement made in relation to the Company’s acquisition of CytoSen in June 2019, eligible to a potential future consideration of additional Shares, upon the achievement of six clinical development and regulatory milestones, which milestones will be accelerated in light of the Kiadis change of control, subject to a discount mechanism (the " Milestone Shares ").

Kiadis, Sanofi and the former CytoSen shareholders 3 and option holders 4have agreed, on customary terms and conditions and conditional upon the Offer being declared unconditional and the Merger Agreement not being terminated: (i) that the Milestone Shares shall accelerate and become immediately payable by the Company; and (ii) that upon such acceleration, the Milestone Shares will be tendered under the Offer in exchange for the Offer Price. The irrevocable undertakings given by the former CytoSen shareholders and option holders relate to their entire holdings of Shares, representing 11.19% of the total number of issued and outstanding Shares as at settlement of the Offer on a fully diluted basis. The former CytoSen shareholders have also agreed to vote, with their current holding of Shares, in favor of the resolutions relating to the Offer (the " Resolutions") at the upcoming extraordinary general meeting of Kiadis.

Irrevocable Kreos Capital

Kiadis and Kreos Capital have agreed that Kreos Capital will convert into Shares, at an exercise price of EUR 2 per Share, its entire convertible bond of EUR 5,000,000, plus an additional amount of EUR 171,015 in interest, effective as per February 15, 2021. addition, Kiadis, Sanofi and Kreos Capital have agreed, on customary terms and conditions and conditional upon the Offer being declared unconditional and the Merger Agreement not being terminated, that Kreos Capital: (i) will vote with its holdings of Shares in favor of the Resolutions at the upcoming extraordinary general meeting of Kiadis; and (ii) commits to tender all its holdings of Shares under the Offer in exchange for payment of the Offer Price per Share by Sanofi. The irrevocable undertaking given by Kreos Capital relates to its entire holding of Shares, representing,

Miscellaneous

Empery, Life Sciences Partners, the former CytoSen shareholders and option holders and Kreos Capital have not received any information in connection with the Offer other than: (i) the information that will be included in the Offer Document; or (ii) the information disclosed in this press release.

As at the date of this press release: (i) Sanofi does not hold any shares in the capital of Kiadis, Empery, Life Sciences Partners, any of the former CytoSen shareholders or option holders, or Kreos Capital; and (ii) Kiadis does not hold any shares in the capital of Sanofi, Empery, Life Sciences Partners, any of the former CytoSen shareholders or option holders, or Kreos Capital.

A TRANSLATION OF THE PRESS RELEASE ORIGINALLY PREPARED IN ENGLISH LANGUAGE FOLLOWS BELOW AND IS PROVIDED FOR INFORMATIVE PURPOSES ONLY. IN THE EVENT OF DIFFERENCES BETWEEN THE BOTH VERSIONS, THE ENGLISH TEXT PREVENTS NO RIGHTS CAN BE GRANTED FROM THE TRANSLATION

Paris, France and Amsterdam, The Netherlands, February 2, 2021 – Sanofi (Euronext: SAN and NYSE: SNY) and Kiadis Pharma NV ("Kiadis" or the "Company") (Euronext Amsterdam and Brussels: KDS)

Reference is made to the joint Sanofi and Kiadis press release dated November 2, 2020 regarding the intended public offer (the " Offer ") to be made by Sanofi at an offer price of EUR 5.45 in cash (cum dividend) per share ( the " Bid Price ").

Highlights

36.6% of the outstanding shares on a fully diluted basis are now committed under the Offer
Kiadis and Sanofi have reached agreement with Empery, Life Sciences Partners, the former shareholders and option holders of CytoSen and Kreos Capital regarding their rights to acquire Shares and their irrevocable commitment to tender all their shares under the Offer
Today, Sanofi and Kiadis jointly announce that irrevocable commitments have been made by (i) Empery Asset Master Ltd., Empery Tax Efficient, LP and Empery Tax Efficient III, LP (collectively " Empery "), (ii) funds managed by Life Sciences Partners (collectively " Life Sciences Partners "), (iii) the former shareholders and option holders in CytoSen Therapeutics Inc. (" CytoSen "), and (iv) Kreos Capital V (UK) Limited (" Kreos Capital ").

36.6% of the Shares on a fully diluted basis now committed under the Offer

As set out in the joint Sanofi and Kiadis press release of November 2, 2020, Life Sciences Partners has previously committed to tender its approximately 18.3% stake under the Offer. Together with the additional irrevocable commitments from Empery, Life Sciences Partners, the former shareholders and option holders of CytoSen and Kreos Capital, approximately 36.6% of the total number of ordinary shares outstanding in the capital of Kiadis, each with a nominal value of EUR 0 , 10 (the "Shares") on a fully diluted basis at the time of settlement of the Offer now committed under the Offer.

Irrevocable commitment Empery and Life Sciences Partners

Empery and Life Sciences Partners hold 3,745,318 5 and 1,493,429 6 warrants respectively (the "Warrants"), and upon exercise, represent 6.13% and 2.44% of the Shares respectively on a fully diluted basis at the time of settlement of the Offer.

Kiadis, Sanofi, Empery and Life Sciences Partners have agreed, under two separate agreements subject to customary terms and conditions, and subject to the Offer being declared unconditional and the merger agreement between Sanofi and Kiadis (the "Merger Agreement") not terminated: (i ) to adjust the exercise price that Empery and Life Sciences Partners must pay to Kiadis for the exercise of the Warrants to EUR 0.38 per Warrant, so that the net proceeds that Empery and Life Sciences Partners will receive per Warrant are equal to the Black Scholes value of the Warrant that would otherwise be due and payable in cash at settlement of the Offer; (ii) that the Warrants will be exercised by Life Sciences Partners and Empery at the above exercise price; and (iii) that upon exercise of the Warrants, the corresponding Shares will be tendered under the Offer against payment of the Offer Price per Share by Sanofi. The irrevocable commitments given by Empery and Life Sciences Partners relate to their entire respective holdings of Warrants.

Irrevocable commitment to former shareholders and option holders of CytoSen

The former shareholders and option holders of CytoSen will, in accordance with the agreement entered into in connection with the acquisition of CytoSen by the Company in June 2019, be eligible for potential future consideration in the form of additional Shares, after achieving six clinical and regulatory milestones, which milestones will be advanced in light of the change of control over Kiadis, subject to a discount mechanism (the " Milestone Shares ").

Kiadis, Sanofi and the former shareholders 7 and option holders 8 of CytoSen have agreed, subject to customary terms and conditions and provided that the Offer is declared unconditional and the Merger Agreement is not terminated: (i) that the Milestone Shares are advanced and promptly by the Company be affordable; and (ii) that upon highlighting, the Milestone Shares will be tendered under the Offer at the Offer Price. The irrevocable commitments given by CytoSen’s former shareholders and option holders relate to their entire shareholding, representing 11.19% of the total number of Shares outstanding at the time of settlementof the Offer on a fully diluted basis. CytoSen’s former shareholders have also agreed, with their current shareholding, to vote in favor of the resolutions pertaining to the Offer (the " Resolutions ") at the forthcoming Kiadis extraordinary general meeting.

Kreos Capital irrevocable commitment

Kiadis and Kreos Capital have agreed that Kreos Capital will convert its entire convertible bonds of EUR 5,000,000 into Shares, at an exercise price of EUR 2 per Share, plus an additional amount of EUR 171,015 in interest, effective February 15, 2021. In addition, Kiadis, Sanofi and Kreos Capital on customary terms and conditions and provided the Offer is declared unconditional and the Merger Agreement is not terminated, agreed that Kreos Capital: (i) will vote with its Shareholdings in favor of the Resolutions at the upcoming extraordinary general meeting of Kiadis; and (ii) commits to tender all of its Share interests under the Offer against payment of the Offer Price per Share by Sanofi. The irrevocable commitment that Kreos Capital has made,settlement of the Offer on a fully diluted basis.

Other

Empery, Life Sciences Partners, the former shareholders and option holders of CytoSen and Kreos Capital have not received any information in connection with the Offer other than (i) the information that will be included in the Offer Memorandum; or (ii) the information disclosed by means of this press release.

As of the date of this press release: (i) Sanofi does not hold any shares in the capital of Kiadis, Empery, Life Sciences Partners, any of CytoSen’s former shareholders or option holders, or Kreos Capital; and (ii) Kiadis does not hold shares in the capital of Sanofi, Empery, Life Sciences Partners, any of CytoSen’s former shareholders or option holders, or Kreos Capital.

X-Chem Enters into Multitarget Oncology Discovery Research Collaboration and License Agreement with Genentech

On February 2, 2021 X-Chem, Inc., a global leader in DNA-Encoded Library (DEL) technology to identify novel drug leads, reported that it has entered into a research collaboration and license agreement with Genentech, a member of the Roche Group (Press release, X-Chem, FEB 2, 2021, View Source [SID1234574494]). The goal of the collaboration is to discover and develop novel small molecule treatments in oncology.

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Under the terms of the agreement, X-Chem will deploy its proprietary DEL platform to identify novel drug-like leads against multiple oncology targets of interest to Genentech and may also conduct hit-to-lead optimization for the programs. In addition, X-Chem grants Genentech an exclusive license to an existing preclinical, small molecule oncology program, consisting of several series of novel compounds previously identified by X-Chem using its DEL platform.

Genentech retains exclusive global rights to compounds derived from the collaboration and will be responsible for further research, development and commercialization of any potential new medicines emerging from the collaboration. X-Chem will receive an upfront payment and is eligible to receive research, development and regulatory milestone payments, based upon certain predefined events. X-Chem is also eligible to receive royalties from the sales of medicines resulting from the collaboration.

"X-Chem’s approach to DEL libraries and screening complements Genentech’s small molecule drug discovery efforts and has the potential to help overcome long-standing challenges in drugging difficult oncology targets," said James Sabry, M.D., Ph.D., global head of pharma partnering, Roche. "We look forward to working with X-Chem to discover molecules that we hope could positively impact the lives of people with cancer."

Matt Clark, Ph.D., Chief Executive Officer of X-Chem, said, "We are very excited to enter into this new partnership with Genentech, one of the most respected and innovative developers of cancer treatments in the biopharmaceutical industry. The collaboration further demonstrates the potential of X-Chem’s DEL platform to deliver novel tractable drug leads and provide value to our partners and clients and, in turn, strengthen their drug development pipelines."