Cumberland Pharmaceuticals To Announce Fourth Quarter And Annual 2019 Financial Results

On March 4, 2020 Cumberland Pharmaceuticals Inc. (NASDAQ: CPIX) reported that it will release fourth quarter and annual 2019 financial results and company update after the market closes on Wednesday, March 11, 2020 (Press release, Cumberland Pharmaceuticals, MAR 4, 2020, View Source [SID1234555188]). A conference call and live Internet webcast will be held on Wednesday, March 11, at 4:30 p.m. Eastern Time to discuss the results.

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To participate in the call, please dial 877-303-1298 (for U.S. callers) or 253-237-1032 (for international callers). A rebroadcast of the teleconference will be available for one week and can be accessed by dialing 855-859-2056 (for U.S. callers) or 404-537-3406 (for international callers). The Conference ID for the rebroadcast is 9759981. The live webcast and rebroadcast can be accessed via Cumberland’s website at View Source

Cumberland Pharmaceuticals Inc. is a specialty pharmaceutical company focused on the delivery of high quality prescription brands to improve patient care. The Company develops, acquires and commercializes brands for the hospital acute care, gastroenterology and oncology market segments. These medical specialties are categorized by moderately concentrated prescriber bases that we believe can be penetrated effectively by targeted sales forces. The Company’s portfolio of FDA approved brands includes:

Acetadote (acetylcysteine) Injection, for the treatment of acetaminophen poisoning;
Caldolor (ibuprofen) Injection, for the treatment of pain and fever;
Kristalose (lactulose) for Oral Solution, a prescription laxative, for the treatment of chronic and acute constipation;
Omeclamox-Pak, (omeprazole, clarithromycin, amoxicillin) for the treatment of Helicobacter pylori (H. pylori) infection and related duodenal ulcer disease;
Vaprisol (conivaptan) Injection, to raise serum sodium levels in hospitalized patients with euvolemic and hypervolemic hyponatremia;
Vibativ (telavancin) Injection, for the treatment of certain serious bacterial infections including hospital-acquired and ventilator-associated bacterial pneumonia, as well as complicated skin and skin structure infections.
RediTrex (methotrexate) Injection, for the treatment of active rheumatoid, juvenile idiopathic and severe psoriatic arthritis, as well as disabling psoriasis.
For more information on Cumberland’s approved products, including full prescribing information, please visit the individual product websites, links to which can be found on the Company’s website www.cumberlandpharma.com.

The Company has Phase II clinical programs underway evaluating its ifetroban product candidates in patients with cardiomyopathy associated with Duchenne Muscular Dystrophy ("DMD"), Systemic Sclerosis ("SSc"), and Aspirin-Exacerbated Respiratory Disease ("AERD"), Hepatorenal Syndrome ("HRS") and Portal Hypertension ("PH").

Entry into a Material Definitive Agreement

On March 4, 2020, Curis, Inc. (the "Company"), reported that it has entered into a Capital on Demand Sales Agreement (the "Sales Agreement") with JonesTrading Institutional Services LLC ("JonesTrading") to sell from time to time up to $30,000,000 of the Company’s common stock, par value $0.01 per share (the "Shares"), through an "at the market offering" program (the "Offering") under which JonesTrading will act as sales agent (Filing, 8-K, Curis, MAR 4, 2020, View Source [SID1234555274]).

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Sales Agreement Summary

The following is a summary of the Sales Agreement. This summary is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1.

In accordance with the terms of the Sales Agreement, upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, JonesTrading may sell the Shares by any method deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made through the Nasdaq Global Market, on any other existing trading market for the Common Stock or to or through a market maker. In addition, with the Company’s prior written approval, JonesTrading may also sell the Shares in privately negotiated transactions.

JonesTrading will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market to sell on the Company’s behalf all of the shares requested to be sold by the Company.

The Company has no obligation to sell any of the Shares under the Sales Agreement. Either the Company or JonesTrading may at any time suspend solicitations and offers under the Sales Agreement upon notice to the other party.

The aggregate compensation payable to JonesTrading shall be equal to 3% of the gross proceeds from sales of the Shares sold by JonesTrading pursuant to the Sales Agreement. In addition, the Company has agreed to reimburse a portion of the expenses of JonesTrading in connection with the offering up to a maximum of $30,000.

The Sales Agreement contains customary representations and warranties, covenants of each party, and conditions to the sale of any Shares by JonesTrading thereunder. Additionally, each party has agreed in the Sales Agreement to provide indemnification and contribution against certain liabilities, including liabilities under the Securities Act, subject to the terms of the Sales Agreement.

The Sales Agreement will terminate upon the earlier of (i) the issuance and sale of all of the Shares through JonesTrading on the terms and conditions set forth therein, or (ii) termination of the Sales Agreement as permitted therein. JonesTrading may terminate the Sales Agreement at any time in specified circumstances, including: in connection with the occurrence of a material adverse change with respect to the Company that, in JonesTrading’s reasonable judgment, may materially impair its ability to sell the Shares; due to the Company’s inability, refusal or failure to perform specified conditions of the Sales Agreement, subject, in certain circumstances, to the Company’s right to cure within a period of 30 days; if any other condition to JonesTrading’s obligations is not fulfilled; or any suspension of trading in the Shares or in securities generally on the Nasdaq Global Market shall have occurred. The Company and JonesTrading each has the right to terminate the Sales Agreement in its sole discretion at any time upon five days’ notice.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is filed herewith as Exhibit 5.1.

The Shares to be sold under the Sales Agreement, if any, may be issued and sold pursuant to the universal shelf Registration Statement on Form S-3 that the Company filed with the Securities and Exchange Commission (the "SEC") which became effective on May 17, 2018 (File No. 333-224627). The Company has also filed with the SEC a prospectus supplement, dated March 6, 2020, relating to the Offering (the "Prospectus Supplement") and offerings of Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Cellectis Provides Business Update and Reports 4th Quarter and Full Year 2019 Financial Results

On March 4, 2020 Cellectis (Paris:ALCLS) (NASDAQ:CLLS) (Euronext Growth: ALCLS – Nasdaq: CLLS), a clinical-stage biopharmaceutical company focused on developing immunotherapies based on gene-edited allogeneic CAR T-cells (UCART), reported its results for the fourth quarter 2019 and full year ended December 31, 2019 (Press release, Cellectis, MAR 4, 2020, View Source [SID1234555173]).

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Earnings Call Details

Cellectis to hold a conference call for investors on March 5, 2020 at 7:30 a.m. EST – 1:30 p.m. CET. The call will include the Company’s fourth quarter 2019 and year-end financial results.

US & Canada only: +1 877-407-3104

International: +1 201-493-6792

In addition, a replay of the call will be available until March 19, 2020 by calling +1 877-660-6853 (Toll Free US & Canada); +1 201-612-7415 (Toll Free International)

Conference ID: 13688263

"Cellectis had strong achievements in 2019, as we are moving forward with the first three Phase 1 clinical trials for our wholly controlled product candidates which started in the fourth quarter – AMELI-01, BALLI-01 and MELANI-01 – in relapsed/refractory Acute Myeloid Leukemia (r/r AML), B-cell Acute Lymphoblastic Leukemia (r/r B-ALL) and Multiple Myeloma (r/r MM) patients, respectively," said Dr. André Choulika, Chairman and CEO, Cellectis. "We further established Cellectis’ position as a leader in the allogeneic and gene-edited cell therapy field through a series of new partnerships, publications and patents. 2020 will be a pivotal year for Cellectis, as we believe our clinical progress will start to show proof-of-concept for our wholly-owned allogeneic CAR T-cell product candidates. Hand-in-hand with our clinical advancements, we are on track with the construction of our in-house manufacturing sites, which are designed to deliver independence and protect our two decades of know-how and expertise in gene editing and cell therapy."

Fourth Quarter 2019 and Recent Highlights

Proprietary Allogeneic CAR T-Cell Development Programs

UCART123 in relapsed/refractory AML patients
In January 2020, the first patient was dosed in our AMELI-01 study, the Phase 1 dose escalation clinical trial evaluating a new version of our UCART123 product candidate in r/r AML. This trial is part of an Investigational New Drug (IND) from the US Food and Drug Administration (FDA) for a new UCART123 construct and an optimized production process, and is evaluating the safety, expansion, persistence and clinical activity of the product candidate in patients with relapsed/refractory AML. AMELI-01 replaces the first US clinical trial assessing the first version of UCART123 product candidate.

AMELI-01 is designed to find the safe and optimal therapeutic dose for UCART123 exploring four different dose levels.

UCART22 in relapsed/refractory B-ALL patients
In December 2019, Cellectis announced the first patient was dosed in our BALLI-01 study, the Phase 1 dose escalation clinical trial evaluating the safety, expansion, persistence and clinical activity of UCART22 in patients with r/r B-ALL.

BALLI-01 is designed to find the safe and optimal therapeutic dose for UCART22 exploring three different dose levels.

Cellectis is planning on filing a protocol amendment with the US FDA to evaluate the addition of alemtuzumab to the lymphodepletion regimen compared to the current regimen with UCART22 in B-ALL. The optimal lymphodepletion regimen prior to the administration of CAR-T product candidates remains an area of investigation in the field of CAR T-cell therapy. As the inventor of the CD52 knockout concept that is already incorporated in the current UCART123, UCART19 and UCART22 constructs to make them compatible with alemtuzumab treatment, Cellectis would explore an alemtuzumab-based lymphodepletion regimen in a separate cohort of patients to guide the future development of UCART22 therapy in CD22+ B-ALL.

This comparative study might not start before the completion of the second cohort of the current BALLI-01 study.

UCARTCS1 in relapsed/refractory MM patients
In October 2019, the first patient was dosed in our MELANI-01 study, the Phase 1 dose escalation clinical trial evaluating the safety, expansion, persistence and clinical activity of UCARTCS1 in patients with relapsed/refractory multiple myeloma (r/r MM).

MELANI-01 is designed to find the safe and optimal therapeutic dose for UCARTCS1 exploring three different dose levels.

Enrollment in the AMELI-01, BALLI-01 and MELANI-01 studies is ongoing as planned. As of today, Cellectis is enrolling patients in the first cohort of all three Phase 1 dose escalation clinical studies.

Partnered Allogeneic CAR T-Cell Development Programs

Cellectis and Servier announced today the execution of the amendment confirming the terms of the term sheet signed on February 18, 2020. Under this amendment, Cellectis grants Servier an expanded exclusive worldwide license to develop and commercialize all next generation gene-edited allogeneic CAR T-cell products targeting CD19, including rights to UCART19/ALLO-501, and ALLO-501A, an anti-CD19 candidate in which the rituximab recognition domains have been removed, either directly or through its US sublicensee Allogene Therapeutics.

In this amendment, financial terms are improved to include an additional USD 27.6 million (EUR 25 million) upfront payment, as well as up to USD 410 million (EUR 370 million) in clinical and commercial milestones. The royalty rate is increased from tiered high single-digit royalties to flat low double-digit royalties based on net sales of products.

In addition, Cellectis regains exclusive control over the five undisclosed allogeneic CAR T-cell targets previously covered by the initial agreement.

GMP Manufacturing

In March 2019, Cellectis executed a lease agreement for an 82,000 square foot commercial-scale manufacturing facility in Raleigh, North Carolina. This new site is being designed to provide GMP manufacturing for clinical supplies and commercial manufacturing upon regulatory approval. In addition, Cellectis is building a 14,000 square foot manufacturing facility in Paris, France. This facility is designed to produce Cellectis’ critical raw and starting material supplies for UCART clinical studies and commercial products. Construction of Cellectis’ in-house GMP Paris and GMP Raleigh manufacturing facilities are on track for their anticipated go-live dates.

Cellectis also announced in October 2019 that it had entered into a manufacturing service agreement with Lonza, covering clinical manufacturing of Cellectis’ allogeneic UCART product candidates. Lonza is responsible for implementing Cellectis’ manufacturing processes at their GMP facility in Geleen, Netherlands, as per current Good Manufacturing Practices (cGMP) that meet the highest quality and safety standards outlined by the FDA.

Scientific publications

Cellectis published a paper in November 2019 in Nature Communications that describes a proof-of-concept for rewiring the cell pathway to create highly intelligent T-cells that can recognize cancerous tumors and cause a micro secretion of therapeutic proteins onto these tumors, which ultimately reshapes the tumor microenvironment and improves the T-cells ability to fight cancer. By utilizing gene editing techniques to rewire the TCRα, CD25 and PD1 genes, the study enabled CAR T-cells to micro secrete the pro-inflammatory cytokine, IL-12, in a tumor and time-dependent manner, paving the way for a next generation of tightly controlled, highly active and potentially safer CAR T-cell treatments.

In January 2020, Cellectis announced the publication of a review titled "Off-the-shelf’ allogeneic CAR T cells: development and challenges" in Nature Reviews Drug Discovery by Prof. Stéphane Depil, Dr. Philippe Duchateau, Prof. Stephan Grupp, Prof. Ghulam Mufti and Dr. Laurent Poirot. The authors review the opportunities and challenges presented by universal allogeneic CAR T-cell therapies, such as the potential of taking T-cells from a healthy donor instead of using patient-derived cells and the challenge that graft-versus-host-disease (GvHD) poses during treatment.

Patent

In November 2019, Cellectis announced that European Patent EP3004337, which claims a method of preparing T-cells for immunotherapy using the CRISPR-Cas9 system, initially granted on August 2, 2017, has been upheld by the European Patent Office (EPO) following an opposition procedure initiated in May 2018.

European Patent EP3004337 claims a method of genetically modifying T-cells by introduction into the cells and/or expression in the cells of an RNA-guided endonuclease, and a specific guide RNA that directs an endonuclease to at least one targeted locus in the T-cell genome, where it is expressed from transfected mRNA and guide RNA is expressed in the cells as a transcript from a DNA vector. The patent also covers the expansion phase of the resulting cells in vitro.

Other Partnerships

In January 2020, Cellectis and Iovance entered into a research collaboration and exclusive worldwide license agreement whereby Cellectis grants Iovance an exclusive license under certain TALEN technology in order to develop tumor infiltrating lymphocytes (TIL) that have been genetically edited to create more potent cancer therapeutics. This license enables Iovance Biotherapeutics’ use of TALEN technology addressing multiple gene targets to modify TIL for therapeutic use in several cancer indications. Financial terms of the license include development, regulatory and sales milestone payments from Iovance Biotherapeutics to Cellectis, as well as royalty payments based on net sales of TALEN-modified TIL products.

Financial Results

The consolidated financial statements of Cellectis, which consolidate the results of Calyxt, Inc. of which Cellectis is a 68.9% stockholder, have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board ("GAAP").

We present certain financial metrics broken out between our two reportable segments – Therapeutics and Plants – in the appendices of this Q4 2019 and Full Year 2019 financial results press release.

Fourth Quarter and Full Year 2019 Financial Results

Cash: As of December 31, 2019, Cellectis, including Calyxt, had $364 million in consolidated cash, cash equivalents, current financial assets and restricted cash of which $304 million are attributable to Cellectis on a stand-alone basis. This compares to (i) $367 million in consolidated cash, cash equivalents, current financial assets and restricted cash as of September 30, 2019 of which $299 million was attributable to Cellectis on a stand-alone basis and (ii) $453 million in consolidated cash, cash equivalents, current financial assets and restricted cash as of December 31, 2018, of which $358 million were attributable to Cellectis on a stand-alone basis. This net decrease of $89 million for the twelve-month ended December 31, 2019 primarily reflects $69 million in net cash flows used by operating activities, of which $37 million are attributable to Cellectis, and $13 million in acquisitions of property, plant and equipment. We believe that the consolidated cash, cash equivalents, current financial assets and restricted cash position of Calyxt as of December 31, 2019 will be sufficient to fund their operations to mid-2021 while amounts attributable to Cellectis will be sufficient to fund operations into 2022.

Revenues and Other Income: Consolidated revenues and other income were $6 million for the three months ended December 31, 2019 compared to $3 million for the three months ended December 31, 2018. Consolidated revenues and other income were $23 million for the year ended December 31, 2019 compared to $21 million for the year ended December 31, 2018. 68% of consolidated revenues and other income was attributable to Cellectis in 2019. This increase of $2 million between the year ended December 31, 2019 and 2018 was mainly attributable to a milestone of $5 million related to ALLO-715 clinical development and higher Calyxt revenues due to the commercialization of their first products, High Oleic Soybean Oil and High Oleic Soybean Meal. That was partially offset by a decrease in recognition of upfront payments already received and R&D cost reimbursements in relation to the therapeutic collaborations, and other income.

R&D Expenses: Consolidated R&D expenses were $30 million for the three months ended December 31, 2019 compared to $21 million for the three months ended December 31, 2018. Consolidated R&D expenses were $92 million for the year ended December 31, 2019 compared to $77 million for the year ended December 31, 2018. 87% of consolidated R&D expenses was attributed to Cellectis in 2019. The $15 million increase between the year ended December 31, 2019 and 2018 was primarily attributed to higher employee expenses by $5 million, higher social charges on stock option grants by $1 million, higher purchases and external expenses by $9 million and higher other expenses by $6 million. This increase was partially offset by the reduction of non-cash stock-based compensation expenses by $6 million.

SG&A Expenses: Consolidated SG&A expenses were $9 million for the three months ended December 31, 2019 compared to $11 million for the three months ended December 31, 2018. Consolidated SG&A expenses were $43 million for the year ended December 31, 2019 compared to $47 million for the year ended December 31, 2018. 39% of consolidated SG&A expenses was attributed to Cellectis in 2019. The $4 million decrease between the year ended December 31, 2019 and 2018 was primarily attributed to the reduction of non-cash stock-based compensation expenses by $5 million and to lower purchases and external expenses by $3 million. This decrease was partially offset by higher employee expenses and higher social charges on stock option grants by $2 million and higher other expenses by $1 million.

Net Loss Attributable to Shareholders of Cellectis: The consolidated net loss attributable to shareholders of Cellectis was $37 million (or $0.88 per share) for the three months ended December 31, 2019, of which $29 million was attributed to Cellectis, compared to $23 million (or $0.54 per share) for the three months ended December 31, 2018, of which $17 million was attributed to Cellectis. The consolidated net loss attributable to Shareholders of Cellectis was $102 million (or $2.41 per share) for the year ended December 31, 2019, of which $75 million was attributed to Cellectis, compared to $79 million (or $1.93 per share) for the year ended December 31, 2018, of which $60 million was attributed to Cellectis. This $23 million increase in net loss between the full year 2019 and the corresponding prior-year period 2018 was primarily driven by an increase in operating losses of $18 million, of which $10 million was attributed to Calyxt.

Adjusted Net Loss Attributable to Shareholders of Cellectis: The consolidated adjusted net loss attributable to shareholders of Cellectis was $31 million (or $0.73 per share) for the three months ended December 31, 2019, of which $25 million is attributed to Cellectis, compared to $16 million (or $0.37 per share) for the three months ended December 31, 2018, of which $12 million was attributed to Cellectis. The consolidated adjusted net loss attributable to shareholders of Cellectis was $79 million (or $1.86 per share) for the year ended December 31, 2019, of which $60 million is attributed to Cellectis, compared to $44 million (or $1.08 per share) for the year ended December 31, 2018, of which $31 million was attributed to Cellectis. Please see "Note Regarding Use of Non-GAAP Financial Measures" for reconciliation of GAAP net income (loss) attributable to shareholders of Cellectis to adjusted net income (loss) attributable to shareholders of Cellectis.

We currently foresee focusing on our cash spending at Cellectis for 2020 in the following areas:

Supporting the development of our deep pipeline of product candidates, including the manufacturing and clinical trials expenses of UCART123, UCART22 and UCARTCS1;
Building our state-of-the-art manufacturing capabilities in Paris and Raleigh); and
Strengthening our manufacturing and clinical departments, including hiring talented personnel.
Calyxt plans to focus its cash spending for 2020 in the following areas:

Continuing to drive the commercialization of its High-Oleic Soybean products – High-Oleic Soybean Oil and High-Oleic Soybean Meal;
Supporting its innovative products pipeline; and
Strengthening its commercial and general and administrative support.

Cigna Corporation Announces Commencement of Tender Offers for up to $1.45 billion in Aggregate Principal Amount of Outstanding Notes

On March 4, 2020 Cigna Corporation (NYSE: CI) reported that it has commenced tender offers to purchase for cash (1) up to $500,000,000 (the "2022 Notes Aggregate Maximum Principal Amount") of Cigna Holding Company’s 4.000% Senior Notes due 2022, Cigna Corporation’s 4.000% Senior Notes due 2022, Express Scripts Holding Company’s 3.900% Senior Notes due 2022 and Cigna Corporation’s 3.900% Senior Notes due 2022 (collectively, the "2022 Existing Notes," and such tender offer, the "2022 Notes Tender Offer") and (2) up to $950,000,000 (the "2023 Notes Aggregate Maximum Principal Amount") of Cigna Holding Company’s 7.650% Senior Notes due 2023, Cigna Corporation’s 7.650% Senior Notes due 2023 and 3.750% Senior Notes due 2023, Express Scripts Holding Company’s 3.000% Senior Notes due 2023 and Cigna Corporation’s 3.000% Senior Notes due 2023 (collectively, the "2023 Existing Notes," and such tender offer, the "2023 Notes Tender Offer"), in each case, validly tendered and accepted by Cigna, upon the terms (including the Aggregate Maximum Principal Amount Allocation (as defined below)) and subject to the conditions set forth in the Offer to Purchase dated March 4, 2020 and the related Letter of Transmittal (collectively, the "Offer to Purchase") (Press release, Cigna , MAR 4, 2020, View Source [SID1234555189]). The 2022 Existing Notes and the 2023 Existing Notes are referred to collectively as the "Securities" and the 2022 Notes Tender Offer and the 2023 Notes Tender Offer are referred to collectively as the "Tender Offers."

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The Tender Offers

The following table summarizes the material pricing terms for the Tender Offers:

Denotes a series of Securities for which the calculation of the applicable Total Consideration will be performed using the present value of such Securities as determined at the Price Determination Time (as defined in the Offer to Purchase) as if the principal amount of Securities had been due on the applicable par call date of such series rather than the maturity date.

Denotes a series of Securities for which the calculation of the applicable Total Consideration will be performed using the present value of such Securities as determined at the Price Determination Time as if the principal amount of Securities had been due on the applicable par call date of such series rather than the maturity date.

As further described in the Offer to Purchase, for each of the Tender Offers Cigna will accept for purchase validly tendered Securities in the order of the related "Acceptance Priority Level" set forth in the tables above, beginning at the lowest numerical value first; provided that Securities tendered at or before the Early Tender Date will be accepted for purchase in priority to Securities tendered after the Early Tender Date, even if such Securities tendered after the Early Tender Date have a higher Acceptance Priority Level. Securities of a series may be subject to proration if the aggregate principal amount of the Securities of such series validly tendered and not validly withdrawn would cause the 2022 Notes Aggregate Maximum Principal Amount or the 2023 Notes Aggregate Maximum Principal Amount, as applicable, to be exceeded, as further described in the Offer to Purchase. In the event that the 2022 Notes Aggregate Maximum Principal Amount or the 2023 Notes Aggregate Maximum Principal Amount, as applicable, is not achieved, Cigna, at its option, may allocate the remaining difference to the other applicable Tender Offer, thereby increasing the 2022 Notes Aggregate Maximum Principal Amount or the 2023 Notes Aggregate Maximum Principal Amount, as applicable, by the amount of such shortfall; provided that in no event shall the sum of the 2022 Notes Aggregate Maximum Principal Amount and the 2023 Notes Aggregate Maximum Principal Amount exceed $1,450,000,000 (unless increased by the Company at its option as further described in the Offer to Purchase) (such allocation, the "Aggregate Maximum Principal Amount Allocation").

The Tender Offers will expire at 11:59 P.M., New York City Time, on March 31, 2020 (such time and date, as the same may be extended, the "Expiration Date"). Securities tendered may be withdrawn at any time at or prior to 5:00 P.M., New York City Time, on March 17, 2020 (such time and date, as the same may be extended, the "Withdrawal Deadline") but not thereafter.

Holders of each series of Securities that are validly tendered prior to or at 5:00 P.M., New York City Time, on March 17, 2020 (such time and date, as the same may be extended, the "Early Tender Date") and that are accepted for purchase will receive an amount determined by the Dealer Managers (as described below) based on a spread over the reference U.S. Treasury Security, as set forth in the table above, in accordance with standard market practice as of 9:00 a.m., New York City time, on March 18, 2020 (unless such time is extended) (the "Total Consideration"). The Total Consideration with respect to each series of Securities so calculated includes an "Early Tender Payment" equal to the applicable amount set forth in the tables above under the headings "Early Tender Payment." Holders of Securities that are validly tendered after the Early Tender Date but prior to or at the Expiration Date and that are accepted for purchase will receive in cash the Total Consideration minus the applicable Early Tender Payment.

Payment for the Securities that are validly tendered prior to or at the Early Tender Date and that are accepted for purchase may be made, at Cigna’s option, on the date referred to as the "Early Settlement Date." The Early Settlement Date, if it occurs, will be promptly following the Early Tender Date. It is anticipated that the Early Settlement Date, if it occurs, will be on or around March 19, 2020, the second business day after the Early Tender Date. If the Early Settlement Date occurs, payment for the Securities that are validly tendered after the Early Tender Date and prior to or at the Expiration Date and that are accepted for purchase will be made on the date referred to as the "Final Settlement Date." If no Early Settlement Date occurs, then payment for all the Securities that are validly tendered at any time prior to the Expiration Date and that are accepted for purchase will be made on the Final Settlement Date. The Final Settlement Date will be promptly following the Expiration Date. It is anticipated that the Final Settlement Date for the Securities will be on or around April 2, 2020, the second business day after the Expiration Date.

Additional Information

Cigna’s obligation to accept for purchase and to pay for Securities validly tendered and not withdrawn pursuant to the Tender Offers is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the receipt by Cigna of proceeds from a proposed issuance of securities generating net proceeds in an amount that is sufficient, together with cash on hand and/or borrowings under Cigna’s commercial paper facility, to effect the repurchase of the Securities validly tendered and accepted for purchase pursuant to the Tender Offers, including the payment of any premiums, accrued interest (as described below) and costs and expenses incurred in connection therewith.

In addition to the applicable consideration described above, all holders of Securities accepted for purchase will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date.

BofA Securities, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are the Dealer Managers for the Tender Offers. D.F. King & Co., Inc. has been appointed as the tender agent and information agent for the Tender Offers.

Persons with questions regarding the Tender Offers should contact BofA Securities at (980) 387-3907 (collect) or (888) 292-0070 (toll-free), Goldman Sachs & Co. LLC at (917) 343-9660 (collect) or (800) 828-3182 (toll-free) and Morgan Stanley & Co. LLC at (212) 761-1057 (collect) or (800) 624-1808 (toll-free). The Offer to Purchase will be distributed to holders of Securities promptly. Holders who would like additional copies of the Offer to Purchase may contact the information agent, D.F. King & Co., Inc. by calling toll-free at (800) 499-8541 (banks and brokers may call collect at (212) 269-5550) or email [email protected].

This press release is not an offer to sell or a solicitation of an offer to buy any security. The Tender Offers are being made solely pursuant to the Offer to Purchase.

The Tender Offers do not constitute, and the Offer to Purchase may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

Gustave Roussy and Embleema Announce Healthcare Blockchain Initiative to Accelerate Cancer Research

On March 4, 2019 Embleema, the patient-driven healthcare blockchain network for secure sharing of personal health records, reported a strategic partnership with Gustave Roussy Institut, Europe’s leading cancer center, to develop blockchain-based health data sharing applications for oncology clinical research and development (Press release, Institut Gustave Roussy, MAR 4, 2019, View Source [SID1234553810]). Embleema will deploy its technology and develop new standards for real-world oncology studies at the cancer center.

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Embleema brings its expertise and technological solutions to enable the secure exchange of health data, allowing patients to consolidate all their data on a single repository. Blockchain technology guarantees that each patient can exercise full data sovereignty, while providing researchers and pharmaceutical companies with an authenticated supply chain of regulatory-grade data to evaluate the safety and efficacy of new investigational drugs.

Embleema launched PatientTruth, the industry’s healthcare blockchain platform that stores and distributes electronic medical records and allows patients to assemble their own medical history, with full control and access to personal data. Individuals can also receive digital tokens in exchange for participation in clinical studies. Building on its proprietary blockchain technology, Embleema is also developing a decentralized platform for data sharing in clinical research. Blockchain offers patient consent and smart contracts, that allow individuals to tailor how they opt-in and share anonymous data. At any time, a patient can cancel, modify access, or control the destination and use of their data.

This strategic partnership will enable the integration of health data, and consolidation onto a real world evidence data exchange, that will enable patients of the Gustave Roussy Institut to access and control their data. For the first time, healthcare data will become reusable for life sciences research, an important step forward in breaking data silos that typically slow down the development of new drugs.

"Our partnership with Embleema will define a new ethical model in drug development, so individual healthcare data may be used to further clinical research, in a transparent manner that fully respects patient rights," said Professor Alexander Eggermont, General Director of the Gustave Roussy Institut. "Blockchain technology allows real world data to finally be able to evaluate the effectiveness and safety of treatments, and deliver new treatments to patients faster."

Robert Chu, CEO of Embleema added: "We are honored to take part in this strategic partnership with Gustave Roussy, which is internationally recognized for the quality of care they provide to cancer patients and their advanced research in immunotherapy and molecular medicine. By streamlining the collection and sharing of clinical information, while ensuring patient consent, Embleema aims to accelerate the development of new drugs and improve the real-world data collection of existing marketed drugs."

Embleema has formed a Consortium that brings together patient advocacy groups, medical providers like Gustave Roussy, life sciences companies, technology companies, standardization bodies and regulators to define and provide solutions that standardize the secure collection and exchange of digital health data. This will serve to define regulatory-grade "Real World Data" (RWD). Gustave Roussy will be one of the first centers to allow its patients to take part in this new exchange that allows regulators to assess the efficacy and safety of health products on an ongoing basis.