On October 13, 2020 MorphoSys AG (FSE: MOR; Prime Standard Segment; MDAX & TecDAX; NASDAQ: MOR) reported that successfully placed unsubordinated, unsecured convertible bonds due 2025 in an aggregate principal amount of EUR 325 million (Press release, MorphoSys, OCT 13, 2020, View Source [SID1234568400]). The bonds will be convertible into new and/or existing no-par value ordinary bearer shares of MorphoSys. The pre-emptive rights (Bezugsrechte) of existing shareholders of the Company to subscribe for the convertible bonds were excluded.

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Jean-Paul Kress, M.D., Chief Executive Officer, said: "We are pleased with the success of the convertible bond issuance enabling MorphoSys to achieve highly attractive terms: a low coupon combined with a significant conversion premium allowing to set the conversion price close to MorphoSys’ all-time share price high. The strong and high-quality demand achieved with this transaction, allowing us to optimize financing terms today, is a further testimony of investor support and belief in MorphoSys’ long-term growth prospects."

The convertible bonds with a denomination of EUR 100,000 each will be issued at 100% of their principal amount. Unless previously converted, redeemed or repurchased and cancelled, the convertible bonds will be redeemed at their principal amount on October 16, 2025. The convertible bonds were priced with a coupon of 0.625% per annum, payable semi-annually in arrear. The conversion price was set at EUR 131.29 representing a conversion premium of 40.0% above the reference share price of EUR 93.7766, being the volume-weighted average price (VWAP) of the shares on XETRA between launch and pricing.

The Company may redeem all, but not some only, of the convertible bonds outstanding at their principal amount plus accrued interest with effect on or after November 6, 2023 if the price of the Company’s share is equal to or exceeds 130% of the prevailing conversion price on each day within a certain period, or if less than 20% of the aggregate principal amount of the convertible bonds originally issued are outstanding.

The convertible bonds were offered by way of an accelerated bookbuilding process to institutional investors outside the United States of America and any other jurisdiction in which offers or sales of the convertible bonds would be prohibited by applicable law.

Settlement of the offering is expected to take place on or around October 16, 2020. The Company intends to arrange for the convertible bonds to be included to trading on the Open Market Segment (Freiverkehr) of the Frankfurt Stock Exchange shortly thereafter.

Use of Proceeds

The proceeds from the issue of the convertible bonds will be used for general corporate purposes, including proprietary development, inlicensing and/or M&A transactions.

Lock-up

The Company has agreed to a lock-up of 90 calendar days following the settlement of the offering, subject to customary exemptions.

Goldman Sachs International and J.P. Morgan acted as Joint Global Coordinators and Joint Bookrunners on the transaction.

On October 13, 2020 Portage Biotech Inc. (CSE: PBT.U, OTC Markets: PTGEF) ("Portage" or the "Company") reported that it has issued 375,014 common shares at a deemed price of US$6.64 per common share and 72,291 common share purchase warrants exercisable at a price of $6.64 per common share for a period of 2 years (collectively, the "Settlement Securities") to settle approximately US$4.4 million of certain debt obligations and equity entitlements (the "Loan Notes") of the Company’s wholly-owned subsidiary, SalvaRx Limited ("SalvaRx") (Press release, Portage Biotech, OCT 13, 2020, View Source [SID1234568399]).

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The Loan Notes were originally issued in 2017. At that time, SalvaRx was a subsidiary of SalvaRx Group plc, a publicly listed company on the AIM board of the London Stock Exchange. Under the terms of the Loan Notes, upon the occurrence of a qualifying event, Loan Note holders would have been entitled to receive share purchase warrants of SalvaRx in addition to repayment of their Loan Note. The acquisition of SalvaRx by the Company in 2019 constituted a qualifying event.

The Company has settled the Loan Note obligations of SalvaRx through the issuance of the Settlement Securities. Four of the Company’s directors, Gregory Bailey, James Mellon, Steven Mintz (in trust) and Kam Shah have received an aggregate of 363,718 common shares as they had all originally subscribed for Loan Notes in 2017 in an aggregate principal amount of approximately US$4.0 million. The issuance of the common shares to these directors is considered a related party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on appropriate exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 in respect of these issuances.

Dr. Ian Walters, CEO of Portage, commented, "As a result of this transaction, the Company’s capital structure is simpler and effectively debt free, providing significant financial flexibility to further fund and expand development of innovative drugs to help cancer patients."

All Common Shares issued in connection with the Offering are subject to a minimum statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The Common Shares issued in connection with the Offering have not been registered under the U.S. Securities Act of 1933, as amended (the "Act"), and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.

On October 13, 2020 Dewpoint Therapeutics, the biomolecular condensates company, reported it has appointed Ameet Nathwani, M.D., as Chief Executive Officer and member of the Board of Directors (Press release, Dewpoint Therapeutics, OCT 13, 2020, View Source [SID1234568398]).

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"We are extremely fortunate to have found someone who embodies our core values and is able to work in concert with our pioneering scientific team to guide the company into its next chapter," said Amir Nashat, Managing Partner of Polaris Partners and chair of Dewpoint’s Board of Directors. "We are thrilled to have a leader with such an outstanding record of getting new drugs to patients as Dewpoint continues on its mission of translating the science of biomolecular condensates into much-needed medicines."

Dr. Nathwani has over 25 years of experience in the pharmaceutical industry and has led the development of more than 20 drugs, including Diovan, Entresto, Galvus, and Coreg. He most recently served as Chief Medical Officer, Chief Digital Officer, and Executive Committee member at Sanofi SA, where he led the company’s medical organization and oversaw the development of an industry-leading real-world evidence (RWE) data platform with embedded artificial intelligence capabilities, among other achievements.

Prior to Sanofi, Dr. Nathwani was the Global Head of Medical Affairs and a member of the Pharma Executive Committee at Novartis Pharmaceuticals AG. Over his 12-year tenure at Novartis, he held a number of senior development and commercial positions including Senior Vice President and Global Head of the Critical Care Business Franchise and Senior Vice President and Global Development Head of the Cardiovascular and Metabolism Franchise.

Dr. Nathwani trained as a physician at the University of London, U.K., specializing in cardiology and intensive care medicine.

"I am very excited to lead Dewpoint and collaborate with the international experts in condensate science," said Dr. Nathwani. "Amir has deftly guided Dewpoint through two significant rounds of financing, assembled an impressive team, and helped craft a company passionate about understanding the role of condensates across diseases. I look forward to growing the company as we harness this cutting-edge science and the power of our platforms to discover and develop unique life-changing therapeutics."

On October 13, 2020 Lineage Cell Therapeutics, Inc. (NYSE American and TASE: LCTX), a clinical-stage biotechnology company developing novel cell therapies for unmet medical needs, and Cancer Research UK, the world’s leading cancer charity dedicated to saving lives through research, reported encouraging preliminary results from an ongoing Phase 1 clinical study of VAC2 in non-small cell lung cancer (NSCLC) (Press release, Lineage Cell Therapeutics, OCT 13, 2020, View Source [SID1234568397]). VAC2 demonstrated remarkably potent induction of immune responses in all patients dosed to date, with high levels of peripheral antigen-specific immunogenicity observed at multiple time points and confirmed by multimer staining. On the basis of these findings, and following completion of the ongoing VAC2 clinical study in NSCLC, Lineage will seek to evaluate VAC2 in combination with therapies considered biologically complementary to VAC2, such as chemotherapy and the immune cell protectant properties offered by anti-PD1 immunotherapy.

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Lineage recently conducted an early exercise of its option to acquire data from Cancer Research UK and assumed responsibility for further development of the VAC2 product candidate as well as future development opportunities derived from the VAC platform, while Cancer Research UK’s Centre for Drug Development concludes the ongoing clinical study.

"Based on review of all available data, the therapy was safe and well tolerated in all patients. While the safety profile was expected, the immunogenicity data are remarkable and highly provocative," stated Christian Ottensmeier, MD, PhD, FRCP, Professor of Experimental Medicine at the University of Southampton and Chief Investigator on the VAC2 clinical study. "Antigen-reactive pentamer staining data induced by VAC2 suggest that the vaccine is highly potent, inducing significantly higher levels of antigen-specific T cells, compared with that invoked by alternative vaccine approaches, such as DNA- and RNA-based vaccines. From my perspective as an immuno-oncologist these data support rapid phase II testing, focused on clinical benefit."

Brian Culley, Chief Executive Officer of Lineage, said: "Interestingly, one patient experienced a radiological response following chemotherapy subsequent to VAC2 treatment. Although anecdotal and occurring after the patient had completed the VAC2 trial, responses in this setting are rare and support further investigation. Dendritic cells are the most potent antigen-presenting cells in the body and harnessing their power to accurately deliver information about foreign material is re-emerging as an attractive therapeutic modality based on their consistent safety profile and increasing knowledge of how to deploy them in the clinical setting. As a leader in the field of cell therapy, Lineage aims to advance the current VAC2 product candidate and identify ways to expand the VAC platform through internally-owned and externally-partnered antigens."

Dr. Nigel Blackburn, Cancer Research UK’s Director of Drug Development, said: "We are pleased to see, after several years of development, the clinical progress that VAC2 has made and the impact it could have for people with lung cancer, which is the third most common cancer in the UK. We are excited to continue our support of the next phase of development of VAC2 and assist with the expansion of those efforts into additional cancers, and other potential areas with significant unmet medical need."

About VAC2

VAC2 is an allogeneic, or non-patient specific, off-the-shelf cancer vaccine product candidate designed to stimulate patient immune responses to an antigen commonly expressed in cancerous cells but not in normal adult cells. VAC2, which is produced from a pluripotent cell technology using a directed differentiation method, is comprised of a population of nonproliferating mature dendritic cells. As the most potent type of antigen presenting cell in the body, dendritic cells instruct the body’s immune system to attack and eliminate harmful pathogens and unwanted cells. Because the tumor antigen is loaded exogenously into the dendritic cells prior to administration, VAC2 is a platform technology that can be modified to carry any antigen, including patient-specific tumor neo-antigens or viral antigens. VAC2 is currently being tested in a Phase 1 clinical study in adult patients with non-small cell lung cancer (NSCLC) in the advanced and adjuvant settings (NCT03371485), conducted by Cancer Research UK.

About T Cell Induction

Lopes A, Vandermeulen G, Préat V. Cancer DNA vaccines: current preclinical and clinical developments and future perspectives. J Exp Clin Cancer Res. 2019;38(1):146.; Sebastian M, Schröder A, Scheel B, et al. A phase I/IIa study of the mRNA-based cancer immunotherapy CV9201 in patients with stage IIIB/IV non-small cell lung cancer. Cancer Immunology, Immunotherapy 2019;68(5):799-812.

About Cancer Research UK’s Centre for Drug Development

Cancer Research UK has an impressive record of developing novel treatments for cancer. The Cancer Research UK Centre for Drug Development has been pioneering the development of new cancer treatments for 25 years, taking over 140 potential new anti-cancer agents into clinical trials in patients. It currently has a portfolio of 21 new anti-cancer agents in preclinical development, Phase I or early Phase II clinical trials. Six of these new agents have made it to market including temozolomide for brain cancer, abiraterone for prostate cancer and rucaparib for ovarian cancer. Two other drugs are in late development Phase III trials.

About Cancer Research UK’s Commercial Partnerships Team

Cancer Research UK is the world’s leading cancer charity dedicated to saving lives through research. Cancer Research UK’s specialist Commercial Partnerships Team works closely with leading international cancer scientists and their institutes to protect intellectual property arising from their research and to establish links with commercial partners. Cancer Research UK’s commercial activity operates through Cancer Research Technology Ltd., a wholly owned subsidiary of Cancer Research UK. It is the legal entity which pursues drug discovery research in themed alliance partnerships and delivers varied commercial partnering arrangements.

On October 13, 2020 Johnson & Johnson (NYSE: JNJ) reported results for third-quarter 2020 (Press release, Johnson & Johnson, OCT 13, 2020, View Source [SID1234568387]. "Our third-quarter results reflect solid performance and positive trends across Johnson & Johnson, powered by better-than-expected procedure recovery in Medical Devices, growth in Consumer Health, and continued strength in Pharmaceuticals," said Alex Gorsky, Chairman and Chief Executive Officer. "I am proud of the relentless passion and Credo-led commitment to patients and customers that our colleagues around the world continue to demonstrate as we boldly fight the COVID-19 pandemic. Our world-class R&D team is working tirelessly to advance the Phase 3 trials of our COVID-19 vaccine and to uphold the highest standards of transparency, safety and efficacy; while other dedicated teams provide ongoing support to hospitals and patients as they return to sites of care, and ensure patients and consumers have the medicines and products they need. This resilient mindset, combined with our strategic capabilities and execution excellence, increase our optimism for continued recovery in 2020 and strong momentum entering into 2021."
OVERALL FINANCIAL RESULTS:

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REGIONAL SALES RESULTS:

SEGMENT SALES RESULTS:

SEGMENT COMMENTARY:

Consumer Health
Consumer Health worldwide operational sales, excluding the net impact of acquisitions and divestitures, increased by 3.1%*, inclusive of the net negative impact of COVID-19 primarily in international over-the-counter products. Sales growth was driven by U.S. growth in over-the-counter products including TYLENOL analgesics and digestive health products; LISTERINE mouthwash in oral care products; OGX in skin health/beauty products; and wound care products, primarily BAND-AID Brand Adhesive Bandages.

Pharmaceutical
Pharmaceutical worldwide operational sales, excluding the net impact of acquisitions and divestitures, grew 4.7%* driven by DARZALEX (daratumumab), for the treatment of multiple myeloma, STELARA (ustekinumab), a biologic for the treatment of a number of immune-mediated inflammatory diseases, IMBRUVICA (ibrutinib), an oral, once-daily therapy approved for use in treating certain B-cell malignancies, a type of blood or lymph node cancer, INVEGA SUSTENNA/XEPLION/INVEGA TRINZA/TREVICTA (paliperidone palmitate), long-acting, injectable atypical antipsychotics for the treatment of schizophrenia in adults, OPSUMIT (macitentan), an oral endothelin receptor antagonist indicated for the treatment of pulmonary arterial hypertension to delay disease progression, UPTRAVI (selexipag), an oral prostacyclin receptor agonist used to treat pulmonary arterial hypertension and reduce hospitalization, and ERLEADA (apalutamide), a next-generation androgen receptor inhibitor for the treatment of patients with prostate cancer. This growth was partially offset by the negative impact of COVID-19 as well as biosimilar and generic competition, with declines primarily in REMICADE (infliximab), a biologic approved for the treatment of a number of immune-mediated inflammatory diseases, and ZYTIGA (abiraterone acetate), an oral, once-daily medication for use in combination with prednisone for the treatment of metastatic castration-resistant prostate cancer.

Medical Devices
Medical Devices worldwide operational sales, excluding the net impact of acquisitions and divestitures, declined by 3.3%*. The decline was primarily driven by the negative impact of the COVID-19 pandemic and the associated deferral of medical procedures to our Surgery, Orthopaedics, and Vision businesses. Results reflect market recovery versus the second quarter. The decline was partially offset by growth in the Interventional Solutions business led by electrophysiology products.

NOTABLE NEW ANNOUNCEMENTS IN THE QUARTER:
The information contained in this section should be read in conjunction with Johnson & Johnson’s other disclosures filed with the Securities and Exchange Commission, including its Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. Copies of these filings are available online at www.sec.gov, www.jnj.com or on request from Johnson & Johnson. The reader is also encouraged to review all other news releases available online in the Investors section of the Company’s website at news releases.

Regulatory
Approvals
THERMOCOOL SMARTTOUCH – Biosense Webster Receives FDA Approval for SF Ablation Catheter for the Treatment of Persistent Atrial Fibrillation¹ (press release) SIMPONI ARIA (golimumab) – Approved by the U.S. Food and Drug Administration for Active Polyarticular Juvenile Idiopathic Arthritis and Extension of Its Active Psoriatic Arthritis Indication in Patients 2 Years of Age and Older (press release) SPRAVATO (esketamine) – Janssen Announces U.S. FDA Approval of CIII Nasal Spray to Treat Depressive Symptoms in Adults with Major Depressive Disorder with Acute Suicidal Ideation or Behavior (press release) DARZALEX (daratumumab) – U.S. FDA Approves New DARZALEX-Based Combination Regimen for Patients with Relapsed/Refractory Multiple Myeloma (press release) STELARA (ustekinumab) – U.S. Food and Drug Administration Approves Treatment of Pediatric Patients with Moderate to Severe Plaque Psoriasis (press release) Regulatory
Submissions UPTRAVI (selexipag) – Janssen Submits New Drug Application (NDA) to U.S. FDA for Injection for Intravenous Use to Treat Pulmonary Arterial Hypertension (PAH) (press release) DARZALEX FASPRO (daratumumab and hyaluronidase-fihj) – Janssen Submits Application Seeking U.S. FDA Approval for the Treatment of Patients with Light Chain (AL) Amyloidosis (press release) Other Johnson & Johnson Announces European Commission Approval of Agreement to Supply 200 Million Doses of Janssen’s COVID-19 Vaccine Candidate ¹ (press release) Johnson & Johnson Completes Acquisition of Momenta Pharmaceuticals, Inc.¹ (press release) Johnson & Johnson Initiates Pivotal Global Phase 3 Clinical Trial of Janssen’s COVID-19 Vaccine Candidate (press release) CERENOVUS Launches New Suite of Technologies to Advance Stroke Treatment (press release) Johnson & Johnson Announces that Janssen’s COVID-19 Investigational Vaccine Candidate Prevents Severe Clinical Disease in Pre-clinical Studies (press release) Janssen to Discontinue Pimodivir Influenza Development Program (press release) Johnson & Johnson Announces Agreement with U.S. Government for 100 Million Doses of Investigational COVID-19 Vaccine (press release) U.S. FDA Grants Ethicon Breakthrough Device Designation for Monarch-enabled NeuWave Microwave Ablation Technology (press release)
1 Subsequent to the quarter

FULL-YEAR 2020 GUIDANCE:

Johnson & Johnson does not provide GAAP financial measures on a forward-looking basis because the Company is unable to predict with reasonable certainty the ultimate outcome of legal proceedings, unusual gains and losses, acquisition-related expenses and purchase accounting fair value adjustments without unreasonable effort. These items are uncertain, depend on various factors, and could be material to Johnson & Johnson’s results computed in accordance with GAAP.
The estimated impact of the COVID-19 pandemic is included in the guidance below.

WEBCAST INFORMATION:
Johnson & Johnson will conduct a conference call with investors to discuss this earnings release today at 8:30 a.m., Eastern Time. A simultaneous webcast of the call for investors and other interested parties may be accessed by visiting the Johnson & Johnson website. A replay and podcast will be available approximately two hours after the live webcast in the Investors section of the Company’s website at events-and-presentations.