Bausch Health Announces Final Results and Expiration of Exchange Offers and Consent Solicitations

On September 28, 2022 Bausch Health Companies Inc. (NYSE/TSX: BHC) (the "Company") reported the final results and expiration of its previously announced offers (the "Exchange Offers") to exchange the existing senior notes set forth in the table below (the "Existing Senior Notes") for up to an aggregate principal amount of $4.0 billion (the "Maximum New Secured Notes Amount") of New Secured Notes (as defined below) and the related solicitations of consents (the "Consent Solicitations" and, together with the Exchange Offers, the "Offers") to amend certain provisions of the indentures (the "Proposed Amendments") with respect to the respective applicable series of Existing Senior Notes (Press release, Bausch Health, SEP 28, 2022, View Source [SID1234621499]). The terms and conditions of the offers and consent solicitations are described in an Exchange Offer Memorandum and Consent Solicitation Statement, dated August 30, 2022 (the "Exchange Offer Memorandum").

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The Exchange Offers expired at 11:59 p.m., New York City time, on September 27, 2022 (the "Expiration Time"). As reported by D.F. King & Co., Inc., the exchange agent and information agent for the Offers, as of the Expiration Time, an aggregate principal amount of $5,594,432,000 of Existing Senior Notes had been validly tendered (and not validly withdrawn) in the Offers, as set forth in the table below.

Subject to the terms and conditions set forth in the Exchange Offer Memorandum, upon settlement of the Exchange Offers, which is currently expected to occur on September 30, 2022 (the "Settlement Date"), there will be approximately $3,125 million of New Secured Notes issued in the Offers, consisting of approximately (i) $1,774 million in aggregate principal amount of new 11.00% First Lien Secured Notes due 2028 (the "New First Lien Notes"), (ii) $352 million in aggregate principal amount of new 14.00% Second Lien Secured Notes due 2030 (the "New Second Lien Notes" and, together with the New First Lien Notes, the "New BHC Secured Notes"), in each case, to be issued by the Company, and (iii) $999 million in aggregate principal amount of new 9.00% Senior Secured Notes due 2028 (the "Intermediate Holdco Secured Notes" and, together with the New BHC Secured Notes, the "New Secured Notes") to be issued by 1375209 B.C. Ltd. (the "Holdco Issuer" and, together with the Company, the "Offerors"), an existing wholly-owned unrestricted subsidiary of the Company that holds 38.6% of the issued and outstanding common shares of Bausch + Lomb Corporation. All Eligible Holders (as defined in the Exchange Offer Memorandum) of Existing Senior Notes accepted for exchange pursuant to the Offers on the Settlement Date will also be paid a cash amount equal to accrued and unpaid interest for such series of Existing Senior Notes from the last interest payment date for such series of Existing Senior Notes to, but not including, the Settlement Date.

In addition to the previously announced receipt of the requisite number of consents to adopt the Proposed Amendments with respect to the (i) 9.25% Senior Notes due 2026, (ii) 8.50% Senior Notes due 2027, (iii) 5.00% Senior Notes due 2028 and (iv) 7.00% Senior Notes due 2028 and the execution of the supplemental indentures related thereto, as of the Expiration Time, the Company also received the requisite number of consents to adopt the Proposed Amendments with respect to the 7.25% Senior Notes due 2029. Accordingly, pursuant to the terms set forth in the Exchange Offer Memorandum, the Company intends to enter into a supplemental indenture with the trustee for the 7.25% Senior Notes due 2029 to effectuate the applicable Proposed Amendments. Each supplemental indenture will become operative upon the settlement date of the Offers.

The New Secured Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The New Secured Notes have not been and will not be qualified for sale to the public by prospectus under applicable Canadian securities laws and, accordingly, any issuance of New Secured Notes in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the New Secured Notes in the United States and shall not constitute an offer, solicitation or sale of the New Secured Notes in any jurisdiction where such offering or sale would be unlawful. There shall not be any sale of the New Secured Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Abbott Hosts Conference Call for Third-Quarter Earnings

On September 28, 2022 Abbott (NYSE: ABT) reported that it will announce its third-quarter 2022 financial results on Wednesday, Oct. 19, 2022, before the market opens (Press release, Abbott, SEP 28, 2022, View Source [SID1234621498]).

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The announcement will be followed by a live webcast of the earnings conference call at 8 a.m. Central time (9 a.m. Eastern), and will be accessible through Abbott’s Investor Relations website at www.abbottinvestor.com. An archived edition of the call will be available later that day.

gavo-cel Continues to Demonstrate Clinical Benefit in Solid Tumors with Additional RECIST Reponses in Ovarian Cancer and Mesothelioma

On September 28, 2022 TCR2 Therapeutics Inc. (Nasdaq: TCRR), a clinical-stage cell therapy company with a pipeline of novel T cell therapies for patients suffering from solid tumors, reported positive topline results from the Phase 1 portion of the gavo-cel Phase 1/2 clinical trial for mesothelin-expressing solid tumors, with some patients still being monitored for clinical response or stable disease (Press release, TCR2 Therapeutics, SEP 28, 2022, View Source [SID1234621496]).

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As of the September 9, 2022 data cutoff, 32 patients (including 23 mesothelioma, eight ovarian cancer and one cholangiocarcinoma) had received a single gavo-cel infusion in the Phase 1 portion of the clinical trial. The patients were heavily pretreated with a median of five prior lines of therapy, including immune checkpoint inhibitors in 66% of patients and mesothelin-directed therapies in 19% of patients. Following identification of a dose-limiting toxicity (DLT) at dose level (DL) 5 (5×108 cells/m2 following lymphodepletion) in September 2021, the study proceeded to a dose de-escalation portion, first at DL3.5 (3×108 cells/m2 following lymphodepletion) using a split-dosing approach, and subsequently at DL3 (1×108 cells/m2 following lymphodepletion) which was declared the recommended Phase 2 dose (RP2D). No new DLTs were observed.

gavo-cel demonstrated a disease control rate (DCR) of 77%, which is defined in the Phase 1 portion of the trial as a response or sustained stable disease for at least three months post infusion. As measured by blinded independent central review (BICR), 28 of the 30 (93%) patients evaluable for efficacy experienced tumor regression of their target lesions, ranging in magnitude from 4% to 80%. Eight patients experienced target lesion regression greater than 30%, six of whom (four with mesothelioma and two with ovarian cancer) achieved a partial response (PR) according to RECIST 1.1 criteria, including one patient who also achieved a complete metabolic response. One patient with cholangiocarcinoma was also considered to have achieved a PR by investigator assessment, demonstrating that gavo-cel has induced responses in every tumor type tested to date. The overall response rate (ORR) among patients who received gavo-cel following lymphodepletion chemotherapy was 22% by BICR and 26% by investigator assessment. By BICR, the ORR was 21% among patients with malignant pleural/peritoneal mesothelioma (MPM) and 29% among those with ovarian cancer. The median overall survival (OS) for patients with MPM was 11.2 months, whereas the median progression-free survival (PFS) for patients with MPM was 5.6 months.

"We believe our Phase 1 clinical data already position gavo-cel as a first- and best-in-class anti-mesothelin monotherapy with a near-term opportunity during Phase 2 to further improve the depth and durability of clinical benefit by using it in combination with immune checkpoint inhibitors and redosing strategies. These are remarkable data in the context of solid tumors where there have been significant challenges with current CAR-T therapies. I am particularly excited by this second RECIST response in ovarian cancer as it supports the meaningful clinical activity of gavo-cel in a large patient population. Additionally, we continue to observe consistent tumor regression for heavily pre-treated patients with mesothelioma for whom limited options are available," said Garry Menzel, Ph.D., President and Chief Executive Officer of TCR2 Therapeutics. "As a result, we have narrowed our focus in the short-term to our three core programs, gavo-cel, TC-510 and TC-520, so that we can maximize the number of patients with access to our investigational therapies."

"The results of the Phase 1 trial underscore the potential clinical value of gavo-cel in a very heavily pretreated patient population that are receiving our engineered T cells as their sixth line of therapy on average," said Alfonso Quintás-Cardama, M.D., Chief Medical Officer of TCR2 Therapeutics. "gavo-cel has demonstrated a manageable safety profile at the RP2D, induced RECIST responses in every indication studied to date, and has provided a promising survival signal among patients with mesothelioma as well as encouraging preliminary efficacy data in ovarian cancer. These results clearly support the further development of gavo-cel in the Phase 2 portion of the study where we believe that the combination with checkpoint inhibitors and the ability to retreat patients with additional doses of gavo-cel will allow us to increase patients’ exposure to gavo-cel, potentially translating into even higher response rates and improved durability of benefit."

"We have already dosed a number of patients in combination with checkpoint inhibitors, including patients with ovarian cancer, in the randomized Phase 2 portion of the trial and look forward to providing ongoing progress updates on the various arms of the study as well as following the remaining patients still on the Phase 1 portion. We are clearly delighted that patients with various cancers continue to derive meaningful benefit from gavo-cel," added Dr. Menzel.

The primary objectives of the Phase 1 portion of the trial are to evaluate the safety profile of gavo-cel in patients whose tumors overexpress mesothelin and to determine the RP2D. Secondary objectives include ORR and DCR. Exploratory objectives include the assessment of expansion, tumor infiltration and persistence of gavo-cel.

Summary of trial conduct, baseline characteristics and gavo-cel dose:

Screening: Forty-eight percent of patients met the mesothelin expression cutoff as defined per protocol.
Patient Characteristics: Thirty-two patients received gavo-cel including 23 with mesothelioma, eight with ovarian cancer and one with cholangiocarcinoma, with a median age of 63 years (range, 28-84 years). The median number of prior therapies was five (range 1-13), including immune checkpoint inhibitor therapy in 66% of patients and mesothelin directed therapy in 19% of patients.
gavo-cel Dose: The 32 patients disclosed to date have received gavo-cel at the following DL:
DL 0: 5×107 cells/m2 without lymphodepletion – one mesothelioma
DL 1: 5×107 cells/m2 following lymphodepletion – seven mesothelioma and one ovarian cancer
DL 2: 1×108 cells/m2 without lymphodepletion – one mesothelioma
DL 3: 1×108 cells/m2 following lymphodepletion – six mesothelioma, one cholangiocarcinoma and six ovarian cancer
DL 3.5: 3×108 cells/m2 following lymphodepletion – four mesothelioma and one ovarian cancer
DL 4: 5×108 cells/m2 without lymphodepletion – one mesothelioma
DL 5: 5×108 cells/m2 following lymphodepletion – three mesothelioma
Key topline clinical findings from patients treated with gavo-cel:

Safety Data: gavo-cel was generally well tolerated with a manageable adverse event profile up to DL5. Over the course of the Phase 1 clinical trial, two DLTs were observed: one case of Grade 3 pneumonitis at DL1 that resolved with anti-cytokine therapy, and one case of Grade 5 bronchioalveolar hemorrhage at DL5. All three patients treated at DL5 experienced severe cytokine release syndrome (CRS) which resulted in the Safety Review Team recommending de-escalation. The most frequent Grade 3 or higher non-hematological toxicity among patients treated at the RP2D was CRS, which was reported in 15% of patients.
Clinical Activity: Thirty patients were evaluable for response. DCR was 77%. Tumor regression was observed in 28 (93%) patients. Eight patients experienced target lesion regression greater than 30%, including six patients who achieved a PR by RECIST criteria (four with MPM and two with ovarian cancer). The ORR by RECIST criteria among patients infused with gavo-cel following lymphodepletion chemotherapy was 22% by BICR, which includes one patient who achieved a complete metabolic response, and 26% by investigator assessment, which includes an additional PR reported in a patient with metastatic cholangiocarcinoma.
Survival: Among patients with mesothelioma, median OS and PFS were 11.2 months and 5.6 months, respectively, which compare favorably with the published outcomes of patients with relapsed refractory MPM treated in the second-line setting with standard therapy. Among patients with ovarian cancer, median OS and PFS were 8.1 months and 5.8 months, respectively.
Translational Data: Peak gavo-cel expansion (Cmax) occurred between days 7 and 23. Cmax markedly increased when gavo-cel was administered following lymphodepletion. Cytokine induction post gavo-cel infusion was observed in all evaluable patients, which is indicative of mesothelin target engagement. Post infusion, expression of PD-1 was observed to be upregulated on circulating gavo-cel T cells. Detection of gavo-cel in tumors and malignant effusions showed higher expansion and longer persistence in these tissues as compared to peripheral blood.
About the Phase 1/2 Clinical Trial in Advanced Mesothelin-Expressing Solid Tumors
The Phase 1/2 clinical trial (NCT03907852) is evaluating the safety and efficacy of gavocabtagene autoleucel ("gavo-cel"; previously known as TC-210), TCR2’s T cell receptor fusion construct directed against mesothelin. The trial is enrolling patients with either mesothelin expressing non-small cell lung cancer (NSCLC), ovarian cancer, cholangiocarcinoma, or malignant pleural/peritoneal mesothelioma (MPM). The Phase 1 dose escalation portion of the clinical trial utilized a modified 3+3 design with four increasing gavo-cel doses. At each dose, gavo-cel was tested in two separate dose levels: first without lymphodepletion and then following lymphodepleting chemotherapy.

In the Phase 2 portion of the clinical trial, patients will receive gavo-cel at the recommended Phase 2 dose (1×108 cells/m2 following lymphodepletion). A total of 75 patients will be treated in the MPM cohort and a total of 20 patients will be treated in each one of the following indications: ovarian, NSCLC and cholangiocarcinoma. In the MPM cohort, patients will be randomized to receive either single agent gavo-cel, gavo-cel in combination with OPDIVO (nivolumab), or gavo-cel in combination with OPDIVO and YERVOY (ipilimumab). Patients enrolled in the ovarian cancer, NSCLC or cholangiocarcinoma cohorts will all receive gavo-cel in combination with OPDIVO.

About Mesothelin-Expressing Solid Tumors
Mesothelin is a cell-surface glycoprotein highly expressed in a wide range of solid tumors, including malignant pleural/peritoneal mesothelioma, ovarian cancer, cholangiocarcinoma, breast cancer, pancreatic cancer and others. Overexpression of mesothelin is associated with poorer prognosis in some cancers due to its active role in both malignant transformation and tumor aggressiveness by promoting cancer cell proliferation, invasion, and metastasis. Of the wide range of solid tumors expressing mesothelin, non-small cell lung cancer, ovarian cancer, mesothelioma and cholangiocarcinoma represent a patient population up to 81,000 annually in the United States alone.

TCR2 Therapeutics Conference Call and Webcast
TCR2 Therapeutics will host a conference call and webcast on Wednesday, September 28, 2022 at 8:00am E.T. In order to participate in the conference call, please register at https://bit.ly/3BTJ9Z7. Participants can register via this link up to ten minutes prior to start time. The webcast and presentation will be made available on the TCR2 Therapeutics website in the Investors section under Events at investors.tcr2.com/events. Following the live audio webcast, a replay will be available on the Company’s website for approximately 30 days.

Aura Biosciences Announces First Patient Dosed in Phase 1 Study Evaluating Belzupacap Sarotalocan (AU-011) for the Treatment of Non-Muscle Invasive Bladder Cancer

On September 28, 2022 Aura Biosciences Inc. (NASDAQ: AURA), a clinical-stage biotechnology company developing a novel class of virus-like drug conjugate (VDC) therapies for multiple oncology indications, reported the first patient has been dosed in a Phase 1 study evaluating belzupacap sarotalocan, the Company’s first VDC product candidate, for the treatment of Non-Muscle Invasive Bladder Cancer (NMIBC) (Press release, Aura Biosciences, SEP 28, 2022, View Source [SID1234621494]).

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"Dosing of the first patient in this Phase 1 study is an exciting key milestone both for Aura and for the field of urologic oncology, as approximately 70% of patients with bladder cancer globally are diagnosed early with NMIBC," said Dr. Cadmus Rich, Chief Medical Officer and Head of R&D of Aura Biosciences. "There have been no major advances in the early treatment of NMIBC in over two decades. We look forward to presenting initial Phase 1 data in 2023 and advancing the development of a potential new therapeutic option for patients with a high unmet medical need."

The Phase 1 multi-center, open label clinical trial is expected to enroll approximately 23 adult patients with NMIBC. The trial is designed to assess the safety and tolerability of belzupacap sarotalocan as a single agent. The primary endpoint of the Phase 1 clinical trial is the incidence and severity of treatment-related adverse events and serious adverse events and the incidence of dose-limiting toxicities. Aura anticipates presenting initial Phase 1 data in 2023. The U.S. Food and Drug Administration (FDA) granted Fast Track designation for belzupacap sarotalocan in June 2022. The opportunity for more frequent interactions with Division of Oncology at the FDA and the potential for Priority Review will be valuable as belzupacap sarotalocan advances further into clinical development in patients with NMIBC.

Press Release: Availability of the Q3 2022 Memorandum for modelling purposes

On September 28, 2022 Sanofi reported that its Q3 2022 Memorandum for modelling purposes is available on the "Investors" page of the company’s website (Press release, Sanofi, SEP 28, 2022, View Source [SID1234621493]):

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As for each quarter, Sanofi prepared this document to assist in the financial modelling of the Group’s quarterly results. This document includes a reminder on various non-comparable items and exclusivity losses as well as the foreign currency impact and share count. Sanofi’s third-quarter 2022 results will be published on October 28, 2022.