Thermo Fisher Scientific and QIAGEN N.V. Agree on Amended Terms to Acquisition Agreement

On July 16, 2020 Thermo Fisher Scientific Inc. (NYSE: TMO), the world leader in serving science, and QIAGEN N.V. (NYSE: QGEN; Frankfurt Prime Standard: QIA), a leading global provider of Sample to Insight molecular diagnostics and sample preparation technologies, reported that they have entered into an amendment to their acquisition agreement under which Thermo Fisher has commenced a tender offer to acquire all of the ordinary shares of QIAGEN (Press release, Qiagen, JUL 16, 2020, View Source [SID1234561937]).

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The amendment provides for an increase from the original offer price of €39.00 to a new price of €43.00 per QIAGEN share in cash, which represents a premium of approximately 35% to the closing price of QIAGEN’s ordinary shares on the Frankfurt Prime Standard on March 2, 2020, the last trading day prior to the announcement of the acquisition agreement and Thermo Fisher’s intention to commence the offer. The amendment also provides for a reduction of the minimum acceptance threshold from 75% to 66.67% of QIAGEN’s issued and outstanding ordinary share capital at the end of the acceptance period on August 10, 2020, as well as a USD 95 million expense reimbursement to Thermo Fisher if the minimum acceptance threshold is not met.

The members of QIAGEN’s Supervisory Board and Managing Board have reaffirmed their unanimous support for the offer and their unanimous recommendation that all QIAGEN shareholders accept and tender all of their QIAGEN shares in the offer prior to the end of the acceptance period, which has now been extended to August 10, 2020. Each of the members of the Supervisory Board and Managing Board has tendered or will tender all of their QIAGEN shares in the offer.

Marc N. Casper, chairman, president and chief executive officer of Thermo Fisher Scientific, said, "Industry dynamics have changed considerably in the past few months, creating tailwinds and headwinds for our businesses. Both of our companies are playing important roles in helping customers to battle the COVID-19 pandemic. After careful consideration, we’ve decided to increase our offer for QIAGEN to reflect the fair

value of the business given the current environment. We remain confident that this transaction will create shareholder value and, importantly, provide meaningful benefits to our customers and society by combining our capabilities to combat infectious diseases and other healthcare issues. We continue to look forward to completing the transaction in the first half of 2021."

"After carefully considering the updated offer by Thermo Fisher, QIAGEN’s Supervisory Board and Managing Board both unanimously recommend that shareholders accept this offer given that it reflects the improvements in our business performance and future prospects as a result of the coronavirus pandemic," said Thierry Bernard, chief executive officer of QIAGEN N.V. "The rationale for this strategic step is stronger than ever, especially as the value of molecular testing becomes ever more evident. This combination is designed to enable QIAGEN employees and our portfolio of Sample to Insight solutions to have an even greater impact on society while also delivering significant cash value to our shareholders. We look forward to working closely with Thermo Fisher to successfully complete the transaction."

QIAGEN shareholders who have already effectively accepted the offer by tendering their shares are not required to take further action in order to receive the increased offer price in accordance with the terms of the offer. Thermo Fisher’s tender offer statement on Schedule TO, including the offer document that is an exhibit thereto, and QIAGEN’s solicitation/recommendation statement on Schedule 14D-9 will be amended to reflect the revised terms of the transaction. The acceptance period is now scheduled to expire at 24:00 hours (Frankfurt am Main local time) / 18:00 hours (New York local time) on August 10, 2020.

Advisors

J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are serving as financial advisors to Thermo Fisher, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel. For QIAGEN, Goldman Sachs International is serving as lead financial advisor and Barclays Bank PLC is serving as financial advisor, while De Brauw Blackstone Westbroek NV, Linklaters LLP and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. are serving as legal counsel.

INmune Bio, Inc. Prices Public Offering of Common Stock

On July 16, 2020 INmune Bio, Inc. (NASDAQ: INMB) (the "Company" or "INmune"), a clinical-stage immunology company focused on developing treatments that harness a patient’s innate immune system to fight disease, reported the pricing of its underwritten public offering of an aggregate of 2,173,914 shares of its common stock at a public offering price of $10.00 per share (Press release, INmune Bio, JUL 16, 2020, View Source [SID1234561936]). In addition, INmune has granted the underwriters an over-allotment option, exercisable for 45 days from today to purchase up to an additional 326,086 shares of common stock at the public offering price, less the underwriting discounts and commissions. The offering is expected to close on or about July 20, 2020, subject to customary closing conditions.

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The gross proceeds to INmune from this offering are expected to be approximately $21.7 million, before deducting underwriting discounts and commissions and other offering expenses payable by INmune but excluding any exercise of the underwriters’ option to purchase additional shares of common stock. Net proceeds are estimated to be $20 million. INmune intends to use the net proceeds from the offering for general corporate purposes, including to support research and development, including clinical trials.

BTIG, LLC is acting as sole book-running manager of the offering, and National Securities Corporation is acting as a co-manager.

The offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-237368) that was filed with the Securities and Exchange Commission (the "SEC") on March 24, 2020 and became effective on April 2, 2020. The offering is being made only by means of written prospectuses and prospectus supplements that form part of the registration statements. Preliminary prospectus supplements and accompanying prospectuses relating to and describing the terms of the offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. The final prospectus supplements and accompanying prospectuses for each offering will be filed with the SEC. When available, copies of the final prospectus supplements and accompanying prospectuses for each offering may be obtained for free from BTIG, LLC, Attention: Equity Capital Markets, 65 East 55th Street, New York, NY 10022, by telephone at (212) 593-7555 or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 the registration or qualification under the securities laws of any such state or jurisdiction.

SBP Appoints Jennifer K. Simpson, Ph.D., as President and CEO

On July 16, 2020 Sun BioPharma, Inc. (OTCQB: SNBP), a clinical stage biopharmaceutical company developing disruptive therapeutics for the treatment of patients with pancreatic cancer, reported the appointment of Jennifer K. Simpson, Ph.D., as President and Chief Executive Officer (Press release, Sun BioPharma, JUL 16, 2020, View Source [SID1234561935]). Dr. Simpson was also appointed to the Company’s Board of Directors. Dr. Simpson brings more than two decades of public company executive and fundraising experience in oncology drug development and commercialization to Sun BioPharma, most recently having served as CEO of Delcath Systems, Inc. Sun BioPharma co-founder Michael T. Cullen, M.D, MBA, will continue to serve as Executive Chairman of Sun BioPharma’s Board of Directors.

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"Recent interim clinical trial results demonstrated an overall tumor response rate of 62% for Sun BioPharma’s compound SBP-101, a significant improvement versus standard therapy for patients with pancreatic cancer," said Dr. Simpson. "I’m excited to join the team and help the Company realize the full potential of SBP-101 for patients in an area of unmet medical need having this orphan disease."

"Dr. Simpson’s career spans oncology drug development from early clinical stage through commercialization, and her executive experience and oncology product clinical and commercial expertise will expedite the access of cancer patients to this potential advance in treatment," said Dr. Cullen. "I am delighted to be working with her."

Dr. Simpson has more than 25 years of experience across a variety of executive, business operations, marketing and clinical development roles in the biopharmaceutical industry. Prior to her appointment as CEO of Delcath Systems, Dr. Simpson served as its Executive Vice President, and Global Head of Business Operations. Previous to joining Delcath, Dr. Simpson held a variety of positions of increasing responsibility at ImClone Systems, Inc. and Johnson & Johnson OrthoBiotech. Earlier in her career, she spent over a decade as a hematology/oncology nurse practitioner and educator. Dr. Simpson holds a Ph.D. in Epidemiology from the University of Pittsburgh, an M.S. in Nursing from the University of Rochester, and a B.S. in Nursing from the State University of New York at Buffalo.

Sun BioPharma is developing SBP-101 for first-line treatment of patients with metastatic pancreatic ductal adenocarcinoma (PDA) when administered in combination with gemcitabine and nab-paclitaxel. SBP-101 is currently being evaluated at sites in the United States and Australia in the expansion phase of a clinical trial for patients with previously untreated metastatic PDA. For more information, please visit View Source

About SBP-101
SBP-101 is a proprietary polyamine analogue designed to induce polyamine metabolic inhibition (PMI) by exploiting an observed high affinity of the compound for the exocrine pancreas and pancreatic ductal adenocarcinoma. The molecule has shown signals of tumor growth inhibition in clinical studies of US and Australian metastatic pancreatic cancer patients, suggesting complementary activity with an existing FDA-approved chemotherapy regimen. In clinical studies to date, SBP-101 has not shown exacerbation of the typical chemotherapy-related adverse events of bone marrow suppression and peripheral neuropathy. The safety data and PMI profile observed in Sun BioPharma’s current clinical trial provides support for continued evaluation of the compound in a randomized clinical trial.

IMMUTEP ANNOUNCES UNITED STATES PATENT GRANT FOR IMP701 ANTIBODY

On July 16, 2020 Immutep Limited (ASX: IMM; NASDAQ: IMMP) ("Immutep" or the "Company") reported the grant of patent no. 10,711,060 entitled "Antibody molecules to LAG-3 and uses thereof" by the United States Patent and Trade Mark Office (Press release, Immutep, JUL 16, 2020, View Source [SID1234561933]).

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This new United States patent is directed to embodiments of LAG525, a humanised form of Immutep’s IMP701 antibody which is out-licensed to Novartis AG. In particular, the patent is directed to nucleic acid molecules that code for the LAG525 antibody, to expression vectors and host cells that comprise these nucleic acids, and to methods of producing the LAG525 antibody by culturing the host cells of the invention.

The application was originally filed as a second divisional application and this grant follows the grant of the first divisional application, as announced in March 2018. The patent is co-owned by Novartis AG and Immutep S.A.S. and will expire on 26 March 2035 (including a 13 day patent term adjustment).

About IMP701 and LAG525

IMP701 is a therapeutic antibody originally developed by Immutep S.A. (now Immutep S.A.S.) to target LAG-3. This antagonist antibody plays a role in controlling the signalling pathways in both effector T cells and regulatory T cells (Treg). The antibody works to both activate effector T cells (by blocking inhibitory signals that would otherwise switch them off) and at the same time inhibit Treg function that normally prevent T cells from responding to antigen stimulation. The antibody therefore removes two brakes that prevent the immune system from responding to and killing cancer cells. In contrast, some other checkpoint antibodies in development target only the effector T cell pathway and do not address the Treg pathway.

Rights to the development and commercialisation of IMP701 were licensed to CoStim Pharmaceuticals in 2012, which was subsequently acquired by Novartis in 2014.

LAG525, a humanised form of IMP701 is currently being evaluated in five Phase I and/or Phase II clinical trials, in combination with Novartis’ PD1 inhibitor spartalizumab for the treatment of various cancers. Novartis has full responsibility for the continued development of the antibody program and Immutep is eligible to receive development-based milestone payments and royalties on sales following commercialisation of the antibody.

Genmab Announces Net Sales of DARZALEX® for the Second Quarter of 2020

On July 16, 2020 Genmab A/S (Nasdaq: GMAB) reported that worldwide net sales of DARZALEX (daratumumab), including sales of the subcutaneous formulation, as reported by Johnson & Johnson were USD 901 million in the second quarter of 2020 (Press release, Genmab, JUL 16, 2020, View Source [SID1234561932]). Net trade sales were USD 492 million in the U.S. and USD 409 million in the rest of the world. Genmab will receive royalties on the worldwide net sales of DARZALEX under the exclusive worldwide license to Janssen Biotech, Inc. to develop, manufacture and commercialize DARZALEX.

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About DARZALEX(daratumumab)
DARZALEX (daratumumab) intravenous infusion is indicated for the treatment of adult patients in the United States: in combination with bortezomib, thalidomide and dexamethasone as treatment for patients newly diagnosed with multiple myeloma who are eligible for autologous stem cell transplant; in combination with lenalidomide and dexamethasone for the treatment of patients with newly diagnosed multiple myeloma who are ineligible for autologous stem cell transplant; in combination with bortezomib, melphalan and prednisone for the treatment of patients with newly diagnosed multiple myeloma who are ineligible for autologous stem cell transplant; in combination with lenalidomide and dexamethasone, or bortezomib and dexamethasone, for the treatment of patients with multiple myeloma who have received at least one prior therapy; in combination with pomalidomide and dexamethasone for the treatment of patients with multiple myeloma who have received at least two prior therapies, including lenalidomide and a proteasome inhibitor (PI); and as a monotherapy for the treatment of patients with multiple myeloma who have received at least three prior lines of therapy, including a PI and an immunomodulatory agent, or who are double-refractory to a PI and an immunomodulatory agent.1 DARZALEX is the first monoclonal antibody (mAb) to receive U.S. Food and Drug Administration (U.S. FDA) approval to treat multiple myeloma.

DARZALEX is indicated for the treatment of adult patients in Europe via intravenous infusion or subcutaneous administration: in combination with bortezomib, thalidomide and dexamethasone as treatment for patients newly diagnosed with multiple myeloma who are eligible for autologous stem cell transplant; in combination with lenalidomide and dexamethasone for the treatment of patients with newly diagnosed multiple myeloma who are ineligible for autologous stem cell transplant; in combination with bortezomib, melphalan and prednisone for the treatment of adult patients with newly diagnosed multiple myeloma who are ineligible for autologous stem cell transplant; for use in combination with lenalidomide and dexamethasone, or bortezomib and dexamethasone, for the treatment of adult patients with multiple myeloma who have received at least one prior therapy; and as monotherapy for the treatment of adult patients with relapsed and refractory multiple myeloma, whose prior therapy included a PI and an immunomodulatory agent and who have demonstrated disease progression on the last therapy2. Daratumumab is the first subcutaneous CD38-directed antibody approved in Europe for the treatment of multiple myeloma. The option to split the first infusion of DARZALEX over two consecutive days has been approved in both Europe and the U.S.

In Japan, DARZALEX intravenous infusion is approved for the treatment of adult patients: in combination with lenalidomide and dexamethasone for the treatment of patients with newly diagnosed multiple myeloma who are ineligible for autologous stem cell transplant; in combination with bortezomib, melphalan and prednisone for the treatment of patients with newly diagnosed multiple myeloma who are ineligible for autologous stem cell transplant; in combination with lenalidomide and dexamethasone, or bortezomib and dexamethasone for the treatment of relapsed or refractory multiple myeloma. DARZALEX is the first human CD38 monoclonal antibody to reach the market in the United States, Europe and Japan. For more information, visit www.DARZALEX.com.

DARZALEX FASPRO (daratumumab and hyaluronidase-fihj), a subcutaneous formulation of daratumumab, is approved in the United States for the treatment of adult patients with multiple myeloma: in combination with bortezomib, melphalan and prednisone in newly diagnosed patients who are ineligible for ASCT; in combination with lenalidomide and dexamethasone in newly diagnosed patients who are ineligible for ASCT and in patients with relapsed or refractory multiple myeloma who have received at least one prior therapy; in combination with bortezomib and dexamethasone in patients who have received at least one prior therapy; and as monotherapy, in patients who have received at least three prior lines of therapy including a PI and an immunomodulatory agent or who are double-refractory to a PI and an immunomodulatory agent.3 DARZALEX FASPRO is the first subcutaneous CD38-directed antibody approved in the U.S. for the treatment of multiple myeloma.

Daratumumab is a human IgG1k monoclonal antibody (mAb) that binds with high affinity to the CD38 molecule, which is highly expressed on the surface of multiple myeloma cells. Daratumumab triggers a person’s own immune system to attack the cancer cells, resulting in rapid tumor cell death through multiple immune-mediated mechanisms of action and through immunomodulatory effects, in addition to direct tumor cell death, via apoptosis (programmed cell death).1,4,5,6,7

Daratumumab is being developed by Janssen Biotech, Inc. under an exclusive worldwide license to develop, manufacture and commercialize daratumumab from Genmab. A comprehensive clinical development program for daratumumab is ongoing, including multiple Phase III studies in smoldering, relapsed and refractory and frontline multiple myeloma settings. Additional studies are ongoing or planned to assess the potential of daratumumab in other malignant and pre-malignant diseases in which CD38 is expressed, such as amyloidosis and T-cell acute lymphocytic leukemia (ALL). Daratumumab has received two Breakthrough Therapy Designations from the U.S. FDA for certain indications of multiple myeloma, including as a monotherapy for heavily pretreated multiple myeloma and in combination with certain other therapies for second-line treatment of multiple myeloma.