On October 2, 2022 Myovant Sciences Ltd. (NYSE: MYOV) (the "Company") reported that it has received a preliminary, non-binding proposal (the "Proposal") from Sumitovant Biopharma Ltd. ("Sumitovant") and Sumitomo Pharma Co., Ltd. (collectively with Sumitovant, "Sumitomo") to acquire the remaining shares of the Company that Sumitovant does not currently hold, for a price of $22.75 per share in cash. Sumitovant currently holds approximately 52% of the outstanding shares of the Company (Press release, Myovant Sciences, OCT 2, 2022, https://investors.myovant.com/news-releases/news-release-details/myovant-sciences-special-committee-board-confirms-receipt [SID1234621597]).

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The Company’s board of directors has formed a special committee of independent directors comprised of the members of the Audit Committee of the Company (the "Special Committee") to evaluate and consider the Proposal and any alternatives thereto, with the assistance of its financial and legal advisors. The Special Committee, in consultation with its financial and legal advisors, has carefully reviewed the Proposal and determined that it significantly undervalues the Company and, therefore, is not in the best interests of the Company or its minority shareholders. The Special Committee remains open to considering any improved proposal that reflects the full and fair value of the Company and is otherwise in the best interests of the Company and its shareholders, and is prepared to engage further with Sumitomo regarding any such proposal.

There can be no assurance as to whether an agreement relating to any proposed transaction will be reached or as to the terms thereof if an agreement is reached. The Company does not intend to comment further or disclose any developments regarding the Special Committee’s consideration of the Proposal unless and until it deems further disclosure is appropriate or required. The Company’s shareholders do not need to take any action at this time.

The Special Committee has retained Goldman Sachs & Co. LLC as its financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP as its legal advisor to assist with its review of the Proposal and any alternatives thereto.

On October 1, 2022 Takura’s affiliate CuraCell reported the company signes collaboration agreement with Zellwerk-Berlin, a Specialized Contract Development & Manufacturing Organization (CDMO) with engagements in Tumor Infiltrating Lymphocytes (TIL), Natural Killer (NK) cells and Mesenchymal Stromal Cells (MSC), an affiliate of Hiper Group. CuraCell acquires intellectual property rights from Zellwerk Berlin associated with CuraCell’s TIL product, CC-38.

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CC-38 has been used in patient named treatments in Germany demonstrating promising clinical results. The two companies will now join forces in optimizing and validating CC-38 for upcoming clinical trials. Through the collaboration CuraCell gets access to process engineering capabilities of Zellwerk Berlin’s R&D team and secures manufacturing capacity for its first clinical phase.

(Press release, CuraCell, OCT 1, 2022, View Source [SID1234661184])

On October 1, 2022 Angiex, developer of Nuclear-Delivered Antibody-Drug Conjugate (ND-ADC) therapies for solid cancers, reported that it has appointed Jason Sager, MD, as Chief Medical Officer (CMO) (Press release, Angiex, OCT 1, 2022, View Source [SID1234621831]).

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Following a 12-year career as a practicing pediatric oncologist, Dr. Sager gained extensive oncology drug development experience at Genentech, Novartis, Sanofi and Ikena Oncology where he led the early clinical development of many important therapeutics. His résumé includes 14 INDs. Over the past 18 months, he led the design of the clinical program for Angiex’s lead drug, AGX101.

Angiex CEO, Marty J. Duvall said, "The addition of Jason to our executive team is a critical step in the growth of our company. His extensive know-how and drug development network will help accelerate our company forward."

"I am highly motivated to join Angiex. The company has a deep scientific foundation in angiogenesis, vascular biology, and antibody-drug conjugate chemistry. I am driven to translate that into a meaningful benefit for cancer patients," said Dr. Sager.

Iain Dukes, executive chairman of Angiex and venture partner of Orbimed Advisors, said, "Adding Jason to the executive team marks another important milestone in the building of Angiex. Angiex’s ND-ADC technology holds great promise for the treatment of solid cancers and deserves a world-class team to drive it forward."

On September 30, 2022, Bausch Health Companies Inc. (the "Company") completed its previously reported (i) offers to exchange (the "Exchange Offers"): (A) the Company’s outstanding 9.00% Senior Notes due 2025, 7.00% Senior Notes due 2028, 5.00% Senior Notes due 2028, 5.00% Senior Notes due 2029, 6.25% Senior Notes due 2029, 7.25% Senior Notes due 2029, 5.25% Senior Notes due 2030 and 5.25% Senior Notes due 2031 and (collectively, the "Existing Unsecured BHC Notes") and (B) Bausch Health Americas, Inc.’s ("BHA") outstanding 9.25% Senior Notes due 2026 and 8.50% Senior Notes due 2027 (together, the "Existing BHA Notes" and, together with the Existing Unsecured BHC Notes, the "Existing Unsecured Notes") for new secured notes, comprised of (1) new 11.00% Senior Secured Notes due 2028 (the "First Lien Notes") and new 14.00% Second Lien Secured Notes due 2030 (the "Second Lien Notes" and together with the First Lien Notes, the "New BHC Notes"), in each case, to be issued by the Company and (2) new 9.00% Senior Secured Notes due 2028 (the "Holdco Notes" and, together with the New BHC Notes, the "New Secured Notes") to be issued by 1375209 B.C. Ltd. (the "Holdco Issuer"), an existing wholly-owned unrestricted subsidiary of the Company that holds 38.6% of the issued and outstanding common shares of Bausch + Lomb Corporation, and (ii) solicitations of consent by the Company and BHA from holders of Existing Unsecured Notes to amend certain provisions of the applicable indenture governing the related series of Existing Unsecured Notes (the "Consent Solicitations" and, together with the Exchange Offers, the "Offers") (Filing, 8-K, Bausch Health, SEP 30, 2022, View Source [SID1234621670]).

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The Offers were made pursuant to the Exchange Offer Memorandum and Consent Solicitation Statement, dated August 30, 2022. Pursuant to the Exchange Offers (i) the Company issued $1,774,067,000 in aggregate principal amount of First Lien Notes and $351,533,000 in aggregate principal amount of Second Lien Notes, and (ii) the Holdco Issuer issued $998,937,000 in aggregate principal amount of Holdco Notes. The New Secured Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

The First Lien Notes Indenture

The First Lien Notes were issued pursuant to the indenture, dated as of September 30, 2022 (the "First Lien Notes Indenture"), among the Company, the guarantors named therein, The Bank of New York Mellon, as trustee and the notes collateral agents party thereto. The following summary of the First Lien Notes Indenture is not complete and is qualified in its entirety by reference to the full and complete text of the First Lien Notes Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Interest and Maturity

Pursuant to the First Lien Notes Indenture, the First Lien Notes will mature on September 30, 2028. Interest on the First Lien Notes will be payable semi-annually in arrears on each March 30 and September 30, beginning on March 30, 2023.

Guarantees

The First Lien Notes will initially be jointly and severally guaranteed on a senior secured basis by each of the Company’s subsidiaries that is a guarantor under the Company’s existing credit agreement, the Company’s existing senior secured notes (the "Existing Secured Notes") and the Existing Unsecured Notes (such guarantors, the "Note Guarantors"). The First Lien Notes and the guarantees related thereto will be senior obligations of the Company and the Note Guarantors and will be secured, subject to permitted liens and certain other exceptions, by first priority liens that secure the obligations of the Company and the Notes Guarantors under the Company’s existing credit agreement and the Existing Secured Notes.

On September 30, 2022 PACT Pharma, Inc., a privately held biopharmaceutical company developing transformational personalized neoantigen-specific and off-the-shelf T cell receptor (TCR) T cell therapies for the eradication of solid tumors, reported that it has entered into an agreement to sell select assets to AmplifyBio, a contract research organization focused on accelerating innovation across pharmaceutical modalities (Press release, PACT Pharma, SEP 30, 2022, View Source [SID1234621622]). Under terms of the agreement, AmplifyBio will acquire advanced characterization platforms and bioinformatics capabilities from PACT to enhance the company’s cell and gene therapy characterization capabilities. Additionally, AmplifyBio will acquire PACT’s South San Francisco facility along with a number of technical operations and product characterization domain experts.

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Importantly, this agreement allows PACT to retain its proprietary research and development capabilities and improve its overall financial position. This will allow the company to continue its mission of developing neoantigen-targeted TCR T cell therapies for the treatment of solid tumors. The company is actively advancing its novel development programs and expects to file an Investigational New Drug application for a novel neoantigen-targeted TCR T cell therapy in 2023.

"This is an important strategic transaction for PACT and our long-term goal of developing transformative personalized TCR T cell therapies for the treatment of patients with solid tumors. The sale of these select assets to AmplifyBio provides the company with meaningful capital while reducing our operating expenses," said Scott Garland, chief executive officer of PACT Pharma. "At the same time, this agreement has the potential to help advance the field of adoptive cell therapies by allowing AmplifyBio to offer the innovative product characterization platforms developed by the PACT team to a broad range of its clients. By leveraging this platform, these clients will have advanced tools to better understand the critical immunological parameters for successful adoptive cell therapies."