Bristol Myers Squibb Announces Tender Offers for an Aggregate Purchase Price of Up to $4.0 Billion

On February 15, 2022 Bristol-Myers Squibb Company (NYSE:BMY) ("Bristol Myers Squibb"), with its wholly-owned subsidiary Celgene Corporation ("Celgene") (collectively, the "Offerors"), reported the commencement of 22 separate offers to purchase for cash notes issued by the Offerors listed in the tables below (collectively, the "Notes") for an aggregate purchase price of up to $4.0 Billion (Press release, Bristol-Myers Squibb, FEB 15, 2022, View Source [SID1234608123]).

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2025 Pool
Offers to purchase for cash up to $500,000,000 aggregate purchase price for the securities listed in the priority order below.

(1)The Total Consideration (as defined below) for each series of Notes will be based on the fixed spread for the applicable series of Notes plus the yield of the specified Reference U.S. Treasury Security for that series as of 9:00 a.m. (New York City time) on March 2, 2022, unless extended with respect to any Offer (as defined below) (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the "Price Determination Date"). The Total Consideration does not include the applicable Accrued Coupon Payment (as defined below), which will be payable in cash in addition to the applicable Total Consideration. For the avoidance of doubt, the Early Tender Premium is included in the Total Consideration calculated based on the fixed spread for the applicable series of Notes and is not in addition to the Total Consideration.

(2)Payable, as part of the applicable Total Consideration, per each $1,000 principal amount of the specified series of Notes validly tendered at or prior to the applicable Early Tender Deadline (as defined below) and accepted for purchase (the "Early Tender Premium"). The total consideration for each $1,000 principal amount of each series of Notes validly tendered at or prior to the applicable Early Tender Deadline (including the Early Tender Premium) is referred to as the "Total Consideration" for such series. Holders of Notes (each, a "Holder" and collectively, "Holders") who validly tender Notes of a series after the applicable Early Tender Deadline, but at or prior to the applicable Expiration Date (as defined below), will receive the tender consideration for any such series accepted for purchase by the applicable Offeror, which is equal to the Total Consideration minus the Early Tender Premium (with respect to such series, the "Tender Consideration").

Denotes a series of Notes for which the Total Consideration and the Tender Consideration will be determined taking into account the par call date, instead of the maturity date, of the Notes of such series in accordance with standard market practice.

The outstanding debt securities listed in (i) the first table above labeled "2025 Pool" are referred to collectively as the "2025 Pool Notes," (ii) the second table above labeled "2026 Pool" are referred to collectively as the "2026 Pool Notes," (iii) the third table above labeled "2027 Pool" are referred to collectively as the "2027 Pool Notes," (iv) the fourth table above labeled "2029 Pool" are referred to collectively as the "2029 Pool Notes," and (v) the fifth table above labeled "High Coupon Pool" are referred to collectively as the "High Coupon Pool Notes." The High Coupon Pool Notes, the 2025 Pool Notes, the 2026 Pool Notes, the 2027 Pool Notes and the 2029 Pool Notes are referred to collectively as the "Notes," and each series of Notes is referred to as a "series." We refer to each offer to purchase a series of Notes for cash as an "Offer," the offers to purchase the 2025 Pool Notes collectively as the "2025 Pool Offers," the offers to purchase the 2026 Pool Notes collectively as the "2026 Pool Offers," the offers to purchase the 2027 Pool Notes collectively as the "2027 Pool Offers," the offers to purchase the 2029 Pool Notes collectively as the "2029 Pool Offers," the offers to purchase the High Coupon Pool Notes collectively as the "High Coupon Pool Offers," and all the offers to purchase Notes are referred to collectively as the "Offers."

The Offers are subject to the terms and conditions described in the Offer to Purchase dated February 15, 2022 (as it may be amended or supplemented from time to time, the "Offer to Purchase") which sets forth a detailed description of the Offers, including (i) the Acceptance Priority Procedures (as described below), (ii) a $500 million maximum aggregate purchase price of the 2025 Pool Notes validly tendered in the 2025 Pool Offers, excluding the applicable Accrued Coupon Payments (the "2025 Pool Maximum"), (iii) a $500 million maximum aggregate purchase price of the 2026 Pool Notes validly tendered in the 2026 Pool Offers, excluding the applicable Accrued Coupon Payments (the "2026 Pool Maximum"), (iv) a $500 million maximum aggregate purchase price of the 2027 Pool Notes validly tendered in the 2027 Pool Offers, excluding the applicable Accrued Coupon Payments (the "2027 Pool Maximum"), (v) a $1.25 billion maximum aggregate purchase price of the 2029 Pool Notes validly tendered in the 2029 Pool Offers, excluding the applicable Accrued Coupon Payments (the "2029 Pool Maximum"), and (vi) a $1.25 billion maximum aggregate purchase price of the High Coupon Pool Notes validly tendered in the High Coupon Pool Offers, excluding the applicable Accrued Coupon Payments (the "High Coupon Pool Maximum").

The primary purpose of the Offers is to acquire the maximum principal amount of 2025 Pool Notes, 2026 Pool Notes, 2027 Pool Notes, 2029 Pool Notes and High Coupon Pool Notes in the designated priority order for which the aggregate purchase price (excluding the applicable Accrued Coupon Payments) for each such group of Notes does not exceed the 2025 Pool Maximum, the 2026 Pool Maximum, the 2027 Pool Maximum, the 2029 Pool Maximum and the High Coupon Pool Maximum, respectively. The Offers are subject to certain other general conditions as described in the Offer to Purchase, as well as the condition that Bristol Myers Squibb shall have completed an offering of debt securities on terms and conditions satisfactory to Bristol Myers Squibb that results in the receipt of net proceeds that, when taken together with cash on hand, is sufficient to pay the consideration for all Notes validly tendered (and not validly withdrawn) and accepted for purchase by Bristol Myers Squibb, plus accrued and unpaid interest and related fees and expenses (the "Financing Condition"). The Offers are not conditioned on any minimum amount of Notes being tendered, and none of the Offers are conditioned on the consummation of the other Offers. Each Offer may be amended, extended or, upon failure of a condition to be satisfied or waived prior to the applicable Early Tender Deadline (for any Offers for which the Offerors elect to exercise their Early Settlement Right (as defined below)) or the applicable Expiration Date (for any Notes not settled on the Early Settlement Date), terminated individually.

The Offers will each expire at 11:59 p.m. (New York City time) on March 15, 2022, unless extended or earlier terminated by the Offerors (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the "Expiration Date"). To be eligible to receive the Total Consideration, which includes the Early Tender Premium, Holders must validly tender their Notes at or prior to 5:00 p.m. (New York City time) on March 1, 2022, unless extended (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the "Early Tender Deadline"). Holders who validly tender their Notes after the applicable Early Tender Deadline, but at or prior to the applicable Expiration Date, will be eligible to receive the Tender Consideration for any such series accepted for purchase. Bristol Myers Squibb expects to use the net proceeds from the concurrent offering of new notes announced today (the "Concurrent Notes Offering"), together with cash on hand, to pay to Holders whose Notes are accepted in an Offer the Total Consideration or the Tender Consideration, as applicable, and any Accrued Coupon Payments.

All Holders whose Notes are accepted in an Offer will receive a cash payment equal to accrued and unpaid interest on such Notes to, but not including the relevant Settlement Date (as defined below) (the "Accrued Coupon Payment") in addition to their Total Consideration or Tender Consideration, as applicable.

Notes may be validly withdrawn at any time at or prior to 5:00 p.m. (New York City time) on March 1, 2022, (such date and time with respect to an Offer, as the same may be extended with respect to such Offer), but not thereafter, unless extended with respect to any Offer. Holders should not tender any Notes that they do not wish to be accepted for purchase.
Subject to the satisfaction or waiver of the Financing Condition and the other conditions of the Offers, the Acceptance Priority Procedures will operate concurrently, but separately, for the 2025 Pool Notes, 2026 Pool Notes, 2027 Pool Notes, 2029 Pool Notes and High Coupon Pool Notes, in each case subject to proration as described in the Offer to Purchase.
On the terms and subject to the Financing Condition and the other conditions set forth in the Offer to Purchase, the Offerors are offering to purchase the following outstanding securities issued by it for the consideration described below:

Subject to the satisfaction or waiver of the Financing Condition and the other conditions of the Offers, the "Acceptance Priority Procedures" will operate concurrently, but separately, for the (i) 2025 Pool Offers, (ii) 2026 Pool Offers, (iii) 2027 Pool Offers, (iii) 2029 Pool Offers, and (iv) High Coupon Pool Offers, in each case, as follows:

first, if the aggregate cash purchase price (excluding the applicable Accrued Coupon Payments) of all 2025 Pool Notes, 2026 Pool Notes, 2027 Pool Notes, 2029 Pool Notes or High Coupon Pool Notes, as applicable, validly tendered at or prior to the applicable Early Tender Deadline by Holders does not exceed the applicable pool maximum, then the applicable Offeror will accept all such Notes. However, if the aggregate cash purchase price (excluding the applicable Accrued Coupon Payments) of all 2025 Pool Notes, 2026 Pool Notes, 2027 Pool Notes, 2029 Pool Notes or High Coupon Pool Notes, as applicable, validly tendered at or prior to the applicable Early Tender Deadline by Holders exceeds the applicable pool maximum, then the Offerors will (i) accept such Notes for purchase for cash, starting at the highest acceptance priority level (level 1) and, if there is more than one priority level, moving sequentially to each lower acceptance priority level (the lowest of which is level 2 in the case of the 2027 Pool Offers and level 9 in the case of the High Coupon Pool Offers; the 2025 Pool Offers, 2026 Pool Offers and 2029 Pool Offers have only one priority level), until the aggregate cash purchase price (excluding the applicable Accrued Coupon Payments) of such Notes equals the applicable pool maximum, (ii) prorate the series of such Notes with the lowest acceptance priority level accepted for purchase for cash (including equal proration between Notes having the same priority but different Offerors) and (iii) not accept for purchase for cash (x) any such Notes of a series with an acceptance priority level below the prorated series or (y) any 2025 Pool Notes, 2026 Pool Notes, 2027 Pool Notes, 2029 Pool Notes or High Coupon Pool Notes, as applicable, validly tendered after the applicable Early Tender Deadline; and
second, if the applicable pool maximum is not exceeded at the applicable Early Tender Deadline, the Offerors will repeat the steps described in the prior bullet with respect to all 2025 Pool Notes, 2026 Pool Notes, 2027 Pool Notes, 2029 Pool Notes or High Coupon Pool Notes, as applicable, validly tendered after the applicable Early Tender Deadline, but at or prior to the applicable Expiration Date, in order to determine the aggregate principal amount of such Notes that the applicable Offeror will accept for purchase in the 2025 Pool Offers, the 2026 Pool Offers, the 2027 Pool Offers, the 2029 Pool Offers or the High Coupon Pool Offers, as applicable.
All 2025 Pool Notes, regardless of acceptance priority level, that are validly tendered at or prior to the applicable Early Tender Deadline will have priority over 2025 Pool Notes validly tendered after the applicable Early Tender Deadline and at or prior to the applicable Expiration Date.
All 2026 Pool Notes, regardless of acceptance priority level, that are validly tendered at or prior to the applicable Early Tender Deadline will have priority over 2026 Pool Notes validly tendered after the applicable Early Tender Deadline and at or prior to the applicable Expiration Date.
All 2027 Pool Notes, regardless of acceptance priority level, that are validly tendered at or prior to the applicable Early Tender Deadline will have priority over 2027 Pool Notes validly tendered after the applicable Early Tender Deadline and at or prior to the applicable Expiration Date.
All 2029 Pool Notes, regardless of acceptance priority level, that are validly tendered at or prior to the applicable Early Tender Deadline will have priority over 2029 Pool Notes validly tendered after the applicable Early Tender Deadline and at or prior to the applicable Expiration Date.
All High Coupon Pool Notes, regardless of acceptance priority level, that are validly tendered at or prior to the applicable Early Tender Deadline will have priority over High Coupon Pool Notes validly tendered after the applicable Early Tender Deadline and at or prior to the applicable Expiration Date
Provided that the Financing Condition and all the conditions to the 2025 Pool Offers, the 2026 Pool Offers, the 2027 Pool Offers, the 2029 Pool Offers, and/or the High Coupon Pool Offers have been satisfied or waived by the applicable Offeror by the applicable Early Tender Deadline, the Offerors may, but are not obligated to, elect to exercise their right (the "Early Settlement Right"), with respect to the Offers for which the conditions have been satisfied or waived, to settle all Notes validly tendered at or prior to the applicable Early Tender Deadline and accepted for purchase in such Offers (the "Early Settlement Date"). The Early Settlement Date will be determined at the Offerors’ option and is currently expected to occur on the third business day immediately following the Early Tender Deadline. If the Offerors elect to exercise their Early Settlement Right with respect to any 2025 Pool Notes, 2026 Pool Notes, 2027 Pool Notes, 2029 Pool Notes and/or High Coupon Pool Notes, in each case validly tendered at or prior to the applicable Early Tender Deadline and accepted for purchase, the Offerors will settle all such Notes on the Early Settlement Date. If the Offerors elect to exercise their Early Settlement Right with respect to the 2025 Pool Offers, the 2026 Pool Offers, the 2027 Pool Offers, the 2029 Pool Offers and/or the High Coupon Pool Offers, the Offerors will announce in a press release promptly after the applicable Early Tender Deadline that they are exercising their Early Settlement Right with respect to such Offers. On the Early Settlement Date, all Notes validly tendered at or prior to the applicable Early Tender Deadline and accepted for purchase in the Offers for which the Offerors have elected to exercise their Early Settlement Right will receive the applicable Total Consideration and Accrued Coupon Payment. The "Final Settlement Date," if any, is the date on which the Offerors will settle all Notes validly tendered and accepted for purchase and not previously settled on the Early Settlement Date. The Final Settlement Date is expected to be the second business day following the applicable Expiration Date, unless extended with respect to any Offer. Each of the Early Settlement Date and the Final Settlement Date is referred to as a "Settlement Date."

Promptly after the Price Determination Date, the Offerors will issue a press release specifying, among other things, the Offer Yield and Total Consideration for each series of Notes, the aggregate principal amount of Notes validly tendered at or prior to the applicable Early Tender Deadline and accepted in each Offer and the proration factor (if any) applied to such validly tendered Notes with respect to each Offer.

The Offerors expressly reserve the right, in their sole discretion, subject to compliance with applicable law and regulations, not to purchase any Notes or to extend, amend and/or terminate their respective Offers and to amend or waive the Financing Condition and any of the other terms and conditions of any Offer. Holders are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the Offer, as applicable. If the Offerors terminate any Offer with respect to one or more series of Notes, they will give written notice thereof to the Tender and Information Agent (as defined below) and will make a public announcement thereof as promptly as practicable, and all Notes tendered pursuant to such terminated Offer will be returned promptly to the tendering Holders thereof. With effect from such termination, any Notes blocked in The Depository Trust Company ("DTC") will be released. Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that holder to be able to participate, or withdraw their instruction to participate, in the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

After the Price Determination Date, the Offerors may elect to redeem all or a portion of Bristol Myers Squibb’s 3.875% Notes due 2025 or 3.200% Notes due 2026 or Celgene’s 3.875% Notes due 2025 that are not tendered and accepted in the Offers in accordance with the terms of the optional redemption provisions in the indentures governing such Notes.

The Offerors have retained Deutsche Bank Securities Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC as dealer managers for the Offers. Questions regarding terms and conditions of the Offers should be directed to Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect) or BofA Securities, Inc. at (888) 292-0070 (toll-free) or (980) 683-3215 (collect) or Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 902-5962 (collect). Global Bondholder Services Corporation will act as the tender agent and the information agent for the Offers (the "Tender and Information Agent").

The full details of the Offers, including instructions on how to tender Notes, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase, including documents incorporated by reference therein, because they will contain important information. The Offer to Purchase is available on Global Bondholder Services Corporation’s website at View Source or obtained from Global Bondholder Services Corporation at (855) 654-2014 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.

None of the Offerors or their affiliates, their respective boards of directors, the dealer managers, the Tender and Information Agent or the trustee with respect to the Notes is making any recommendation as to whether Holders should tender any Notes in response to the Offers, and neither the Offerors nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.

Offer and Distribution Restrictions

This announcement is for informational purposes only. This announcement is not an offer to sell or purchase, a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to any of Notes described herein. The Offers are being made solely pursuant to the Offer to Purchase. The Offers are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of the Offerors by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Neither this announcement nor the Offer to Purchase is an offer to sell, or the solicitation of an offer to purchase, any securities in the Concurrent Notes Offering.

United Kingdom

The Offer to Purchase is only addressed to Holders where they would (if they were clients of the Offerors) be per se professional clients or per se eligible counterparties of the Offerors within the meaning of the rules of the Financial Conduct Authority (" FCA "). Neither the Offer to Purchase nor any other related documents or materials are addressed to or directed at any persons who would be retail clients within the meaning of the FCA rules and any such persons should not act or rely on them. Recipients of the Offer to Purchase and any other documents or materials relating to the Offer should note that the Offerors is acting on its own account in relation to the Tender Offer and will not be responsible to any other person for providing the protections which would be afforded to clients of the Offerors or for providing advice in relation to the Offer.

This announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offer are not being made and such documents have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to persons outside the United Kingdom and to those persons in the United Kingdom falling within the definition of investment professionals (as defined by Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (" Financial Promotion Order ")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom they may otherwise lawfully be communicated under the Financial Promotion Order and should not be relied on or acted on in the United Kingdom by any other persons.

EEA

In the EEA, this announcement and the Tender Offer will not, directly or indirectly, be made to, or for the account of, any person other than to qualified investors within the meaning of Article 2(e) of the Prospectus Regulation. Neither this announcement nor the Offer to Purchase, nor any other documentation or material relating to the Tender Offer, has been or will be submitted to a competent authority in the EEA for approval. Therefore, neither the Offer to Purchase nor any other documentation or material relating to the Tender Offer qualifies as an approved prospectus as meant in Article 6 of the Prospectus Regulation.

Accordingly, in the EEA, the Tender Offer may not be made by way of an "offer of securities to the public" within the meaning of Article 2(d) of the Prospectus Regulation and the Offer may not be promoted and is not being made to, any person in the EEA (with the exception of "qualified investors" within the meaning of Article 2(e) in conjunction with Article 1(4)(a) of the Prospectus Regulation). This announcement, the Offer to Purchase and any other documentation or materials relating to the Tender Offer (including memoranda, information circulars, brochures or similar documents) have not been forwarded or made available to, and are not being forwarded or made available to, directly or indirectly, any such person.

With regard to the EEA, this announcement and the Offer to Purchase have been transmitted only for personal use by the aforementioned qualified investors and only for the purpose of the Tender Offer. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or be transmitted to any other person in the EEA.

ImmunityBio Completes Acquisition of Athenex’s Interest in Dunkirk, New York Advanced Biotech Manufacturing Facility

On February 15, 2022 ImmunityBio, Inc. (NASDAQ: IBRX), a clinical-stage immunotherapy company ("ImmunityBio"), reported the successful completion of its acquisition of the leasehold interest in an ISO Class 5 pharmaceutical manufacturing space in western New York from global pharmaceutical company Athenex, Inc. (NASDAQ: ATNX) (Press release, ImmunityBio, FEB 15, 2022, View Source [SID1234608122]).

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The new state-of-the-art biotech production facility, located in Dunkirk, New York (Chautauqua County), includes clean rooms for upstream and downstream manufacturing activities, as well as fill and finish and large-scale lyophilization capabilities. The full-scale facility enables ImmunityBio to substantially expand and diversify its existing manufacturing capacity in the U.S. and through its strategic collaborators in Africa.

"We are thrilled to add the Dunkirk manufacturing facility and the talented team running it to our organization," said Richard Adcock, President and CEO of ImmunityBio. "This facility provides production capacity at a significant scale here in the U.S. and at significantly lower capital cost than building a facility like this from the ground up. It is an important component of our overall strategic growth plan, accelerating our ability to develop, prove, and bring to market our most promising products and therapies in competitive and regulated markets."

For additional information about the transaction, please see the announcement press release here.

Champions Oncology Announces a Partnership with GigaMune to Discover Novel Tumor-Reactive T Cell Receptors

On February 15, 2022 Champions Oncology, Inc. (NASDAQ:CSBR), a leading global technology-enabled biotech that is transforming drug discovery through innovative AI-driven pharmaco-pheno-multiomic integration, reported a co-development partnership with GigaMune (Press release, Champions Oncology, FEB 15, 2022, View Source [SID1234608121]). The partnership will combine Champions’ novel Autologous Tumor Infiltrating Lymphocyte (TIL) platform with GigaMune’s T Cell Receptor (TCR) Discovery platform to accelerate the development of next generation T cell therapies and cancer diagnostics, through the identification of novel TCR sequences.

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Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing

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The planned partnership will leverage GigaMune’s proprietary TCR discovery and validation workflow to create a library of natively paired TCR sequences derived from Champions’ Autologous TIL platform. The combination of Champions’ unique autologous systems with GigaMune’s proprietary discovery workflow will scale-up the ability to screen for novel TCR sequences, otherwise limited by the availability of TILs, while enabling the identification of rare-antigen reactive TCRs. The outcome of this effort will be unique functionally characterized libraries of TCRs. This TCR library will then be used to further the development of next generation T cell therapies and non-invasive early detection diagnostics, with a focus on solid tumor indications. Under the terms of the agreement, Champions will have the right to select a specified number of TCRs from the library for further, wholly owned, development. The remaining libraries will be jointly owned by Champions and GigaMune for commercialization, with commercial efforts led by Champions.

Ronnie Morris, MD, President and CEO of Champions Oncology, said "Our immune system is capable of recognizing and eliminating cells that have become infected or damaged as well as those that have become cancerous. Cellular or cancer immunotherapy therapy, is a form of treatment that uses the cells of our immune system to eliminate cancer and has brought significant improvements for cancer patients in terms of survival and quality of life and is considered a novel pillar of cancer care. Our unique Autologous TIL platform has expanded our knowledge of the complex interplay between the immune system and tumor cells. We’ve used the platform to better understand TIL biology, mechanisms of immune killing, and the confirmation novel intrinsic mechanisms of immune evasion. We’ve always envisioned that this platform could one day be used for discovery efforts, and this partnership with GigaMune will help to make that a reality. With these TCR libraries co-developed with GigaMune, we plan to explore the possible development of novel cell therapies, expand upon our early detection efforts, and commercialize the bulk of the TCR libraries through partnerships and our Lumin platform. We’re excited to see how this partnership might contribute to the progress of these efforts."

"We’re excited to partner with Champions to use world-leading GigaMune TCR discovery technologies to hunt for tumor-reactive TCRs in more TIL samples," said David Johnson, CEO of GigaMune. "Over the years we’ve found that getting the right samples is as important as having the right screening technology, so this project is a perfect partnership for success."

Veracyte to Release Fourth Quarter and Full-Year 2021 Financial Results on February 28, 2022

On February 15, 2022 Veracyte, Inc. (Nasdaq: VCYT) reported that it will release its full financial results for the fourth quarter and full-year 2021 after the close of market on Monday, February 28, 2022 (Press release, Veracyte, FEB 15, 2022, View Source [SID1234608120]). Company management will host a conference call and webcast to discuss financial results and provide a general business update at 4:30 p.m. Eastern Time on the same day.

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The conference call will be webcast live from the company’s website and will be available via the following link: https://protect-us.mimecast.com/s/IyUzCADA4pUjMMGcmQqy2. A webcast replay will be available following conclusion of the live broadcast and will be accessible on the company’s website at View Source

Palatin Reports Second Quarter Fiscal Year 2022 Financial Results and Provides Corporate Update

On February 15, 2022 Palatin Technologies, Inc. (NYSE American: PTN), a biopharmaceutical company developing first-in-class medicines based on molecules that modulate the activity of the melanocortin and natriuretic peptide receptor systems, reported results for its fiscal second quarter ended December 31, 2021 (Press release, Palatin Technologies, FEB 15, 2022, View Source [SID1234608116]).

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Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing

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"We are pleased to have initiated a Phase 3 pivotal study of PL9643 in patients with dry eye disease and expect topline results in the second half of calendar year 2022," stated Carl Spana, Ph.D., President and CEO of Palatin. "Regarding Vyleesi, our focused plan continues to show positive trends for our targeted value metrics related to commercial insurance reimbursement and net revenue per dispensed prescription."

Dr. Spana further commented, "Our strong cash position of approximately $47 million at December 31, 2021, provides us with a sufficient operating cash runway through at least March 2023, including advancing our novel and differentiating melanocortin-based programs, including topline data readouts in the second half of calendar year 2022 for our Phase 3 pivotal study of PL9643 in dry eye disease and for our Phase 2 clinical trial of PL8177 in ulcerative colitis."

Second Quarter Ended Fiscal Year 2022 Financial Highlights

Net loss for the quarter ended December 31, 2021, was $8.7 million, or $0.04 per common share, compared to a net loss of $10.0 million, or $0.04 per common share, for the same period in 2020.

As of December 31, 2021, the Company had cash and investments of $47.3 million, compared to $53.4 million as of September 30, 2021, and $60.1 million as of June 30, 2021, and no debt.

Business Highlights and Updates

Anti-Inflammatory / Autoimmune Programs

PL9643 melanocortin agonist for the treatment of dry eye disease (DED):

Initiated pivotal Phase 3 clinical program in DED patients in December 2021. Topline data readout expected in the second half of calendar year 2022.

■PL8177 melanocortin agonist for the treatment of ulcerative colitis (UC):

Presented the positive effects of PL8177 on treating UC in an animal disease model, including genomic data characterizing the anti-inflammatory effects of melanocortin agonists at the 2022 Crohn’s and Colitis Congress.

A Phase 2 oral formulation study of PL8177 in UC is currently scheduled to start in the first half of calendar year 2022. Topline data readout currently expected in the second half of calendar year 2022.

Presented the protective effects of PL8331 and PL9654 in mouse models of retinopathy, at the 2021 Annual Meeting of the American Society of Retina Specialists (ASRS). Awarded "Top Ten Poster" Designation.

Vyleesi (bremelanotide injection) / Hypoactive Sexual Desire Disorder (HSDD): Goal of the Vyleesi program is to demonstrate product value in the marketplace with an objective of re-licensing the U.S. rights to a committed women’s healthcare company.

For the quarter ended December 31, 2021:

Gross product sales decreased 18% and net product revenue increased 144%, over the comparable quarter in 2020.

Gross product sales decreased 46% and net product revenue decreased 55%, over the prior quarter ended September 30, 2021. This decrease was primarily a result of the pharmacy distributors minimizing their end of year inventory levels.

Second Fiscal Quarter Ended December 31, 2021 Financial Results

Revenue

Total revenue consists of gross product sales of Vyleesi, net of allowances and accruals, and license and contract revenue.

Vyleesi gross product sales to pharmacy distributors for the quarter ended December 31, 2021, amounted to $0.8 million, with net product revenue of $72,140, compared to gross product sales of $0.9 million, with negative net product revenue of $(163,971), for the comparable quarter in 2020. Gross product sales decreased 18% and net product revenue increased 144%, over the comparable quarter in 2020.

For the quarter ended December 31, 2021, Palatin recognized $250,000 in license and contract revenue pursuant to its license agreement with Fosun Pharma. There were no license revenues recognized during the comparable quarter in 2020.

Operating Expenses

Total operating expenses for the quarter ended December 31, 2021, were $8.8 million, compared to $9.1 million for the comparable quarter in 2020.

The decrease in operating expenses was the result of decreased commercial expenses related to Vyleesi, offset by increased research and development expenses primarily related to the advancement of PL9643 into a pivotal phase 3 clinical trial.

Other (Expenses) / Income

Total other expenses, net, consist mainly of unrealized foreign currency losses of $234,078 and $745,002, respectively, for the quarters ended December 31, 2021 and 2020.

Cash Flows

Palatin’s net cash used in operations for the quarter ended December 31, 2021, was $6.3 million, compared to net cash used in operations of $14.4 million for the same period in 2020. The decrease is mainly due to a one-time negotiated payment of approximately $7 million in the quarter ended December 31, 2020 related to inventory purchase commitments of Vyleesi, assumed as part of our Termination Agreement with AMAG Pharmaceuticals, which included $16.3 million of payments by AMAG to Palatin.

Net Loss

Palatin’s net loss for the quarter ended December 31, 2021, was $8.7 million, or $0.04 per basic and diluted common share compared to a net loss of $10.0 million, or $0.04 per basic and diluted common share, for the same period in 2020.

The difference between the quarter ended December 31, 2021, and the quarter ended December 31, 2020, was due to the combination of the increase in revenue recognized, the decrease in operating expenses and the decrease in unrealized foreign currency losses recorded for the quarter ended December 31, 2021, compared to the same period in 2020.

Total prescriptions dispensed were flat compared to the same period in 2020, and the prior quarter ended September 30, 2021.

Commercial insurance reimbursement and net revenue per prescription dispensed increased over the comparable quarter in 2020, and the prior quarter ended September 30, 2021.

Patients and healthcare providers can learn more about HSDD and Vyleesi at www.vyleesi.com and www.vyleesipro.com

Research and Development Infrastructure: Continued to strengthen the R&D department with key appointments who have demonstrated a high-level of expertise in their fields to support the advancement of our programs.

Cash Position

As of December 31, 2021, Palatin’s cash and cash equivalents were $47.3 million with $0.6 million of accounts receivable, compared to cash and cash equivalents of $53.4 million with $0.9 million of accounts receivable as of September 30, 2021 and $60.1 million of cash and cash equivalents with $1.6 million of accounts receivable as of June 30, 2021.

Based on its current operating plan, Palatin believes that existing cash and cash equivalents will be sufficient to fund currently anticipated operating expenses through at least March 31, 2023.

Conference Call / Webcast

Palatin will host a conference call and audio webcast on February 15, 2022 at 11:00 a.m. Eastern Time to discuss the quarter ended December 31, 2021 results of operations in greater detail and provide an update on corporate developments. Individuals interested in listening to the conference call live can dial 1-800-289-0720 (US/Canada) or 1-856-344-9142 (International), conference ID 8966903. The audio webcast and replay can be accessed by logging on to the "Investor/Webcasts" section of Palatin’s website at View Source A telephone and audio webcast replay will be available one hour after the completion of the call. To access the telephone replay, dial 1-888-203-1112 (US/Canada) or 1-719-457-0820 (International), passcode 8966903. The webcast and telephone replay will be available through February 22, 2022.

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