Theravance Biopharma Announces Closing of Private Placement of $400 Million Non-Recourse Notes

On March 2, 2020 Theravance Biopharma, Inc. (NASDAQ: TBPH) ("Theravance Biopharma" and together with its subsidiaries, the "Company"), a diversified biopharmaceutical company primarily focused on the discovery, development and commercialization of organ-selective medicines, reported the closing of a private placement of $400 million of non-recourse Triple II 9.5% fixed rate term notes (Press release, Theravance, MAR 2, 2020, View Source [SID1234555081]). The notes are secured by a portion of the future payments the Company expects to receive related to royalties due on net sales of Trelegy Ellipta. The Company used a portion of the net proceeds from this transaction to repay in full the remaining outstanding balance of the $250 million Triple PhaRMASM 9.0% fixed rate term notes due 2033 and intends to use the remainder of the net proceeds to support continued execution of its key development programs.

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About the Financing

Triple Royalty Sub II LLC (the "Issuer"), a wholly-owned, indirect subsidiary of Theravance Biopharma, issued $400 million in aggregate principal amount of Triple II 9.5% fixed rate term notes due June 5, 2035. The notes are secured by all of the Issuer’s right, title and interest in certain membership interests (the "Issuer Class C Units") in Theravance Respiratory Company, LLC, a Delaware limited liability company ("TRC LLC"). TRC LLC holds the right to receive upward-tiering royalties ranging from 6.5% to 10% on worldwide net sales of Trelegy Ellipta, and the Company holds an 85% economic interest in TRC LLC. The Issuer Class C Units represent 75% of the Company’s 85% economic interest, which equates to 63.75% of the economic interests in TRC LLC.

The primary source of funds to make payments on the notes will be the Issuer’s 63.75% economic interest (evidenced by the Issuer Class C Units) in any future payments made by Glaxo Group Limited ("GSK") under the Collaboration Agreement, dated as of November 14, 2002, by and between Innoviva, Inc. and GSK, as amended from time to time (net of the amount of cash, if any, expected to be used in TRC LLC pursuant to the TRC LLC Agreement over the next four fiscal quarters) relating to the Trelegy Ellipta program. The notes are not convertible into Company equity and have no security interest in nor rights under any agreement with GSK.

The notes may be redeemed at any time after the second year and prior to maturity, in whole or in part, at specified redemption premiums.

The notes bear an annual interest rate of 9.5%, with interest and principal payable quarterly beginning June 5, 2020. Prior to and including the December 5, 2024 payment date, in the event that the distributions received by the Issuer from TRC LLC in a quarter is less than the interest accrued for that quarter, the principal amount of the notes will increase by the interest shortfall amount for that quarter. Because the principal and interest payments on the notes are ultimately based only on royalties from product sales, which will vary from quarter to quarter, the notes may be repaid prior to the final maturity date in 2035. Following the redemption or repayment of the notes, all Trelegy Ellipta-related pledged cash flows will revert back to the Company.

In order to comply with Regulation RR — Credit Risk Retention (17 C.F.R. Part 246), 5% of the notes were retained by Theravance Biopharma R&D, Inc., a wholly-owned subsidiary of Theravance Biopharma. Excluding the $20 million of retained notes and other fees related to the transaction, net proceeds of the offering were approximately $380 million. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent an applicable exemption from the registration requirements of the Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security.

Cowen and Company, LLC acted as sole placement agent for the notes.

Biocept Announces Pricing of $9.2 Million Registered Direct Offering Priced At-The-Market

On March 2, 2020 Biocept, Inc. (NASDAQ: BIOC) ("Biocept" or the "Company"), a leading commercial provider of liquid biopsy tests designed to provide physicians with clinically actionable information to improve the outcomes of patients diagnosed with cancer, reported that it has entered into a securities purchase agreement with several institutional investors for the issuance and sale of 23,000,000 shares of its common stock at a price of $0.40 per share, for aggregate gross proceeds of approximately $9.2 million, in a registered direct offering priced at-the-market under Nasdaq rules (Press release, Biocept, MAR 2, 2020, View Source [SID1234555080]).

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Maxim Group LLC is acting as the sole placement agent for the offering.

The offering is expected to close on or about March 4, 2020, subject to the satisfaction of customary closing conditions.

The common shares are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-224946) previously filed and declared effective by the Securities and Exchange Commission (SEC). The offering of the shares of common stock will be made only by means of a prospectus supplement that forms a part of the registration statement.

FDA approves Sarclisa® (isatuximab-irfc) for patients with relapsed refractory multiple myeloma

On March 2, 2020 Sanofi reported that the U.S. Food and Drug Administration (FDA) has approved Sarclisa (isatuximab-irfc) in combination with pomalidomide and dexamethasone (pom-dex) for the treatment of adults with relapsed refractory multiple myeloma (RRMM) who have received at least two prior therapies including lenalidomide and a proteasome inhibitor (Press release, Sanofi, MAR 2, 2020, View Source [SID1234555079]). Sarclisa is expected to be available to patients in the U.S. shortly.

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Sarclisa is a monoclonal antibody that binds to the CD38 receptor on multiple myeloma cells.

"Today’s FDA approval of Sarclisa provides a new treatment option for patients with difficult-to-treat multiple myeloma. These are patients whose disease has returned or become resistant to their prior treatments," said Paul Hudson, Chief Executive Officer, Sanofi. "At Sanofi, we are focused on discovering and developing medicines that may change the practice of medicine, and Sarclisa offers a potential new standard of care in the United States. We continue to evaluate Sarclisa in a comprehensive clinical program in multiple myeloma, as well as in other blood cancers and solid tumors."

Sarclisa Safety Profile and Efficacy in Difficult-to-Treat Patients

In the ICARIA-MM study, Sarclisa added to pom-dex (Sarclisa combination therapy) demonstrated a statistically significant improvement in progression free survival (PFS) with a median PFS of 11.53 months compared to 6.47 months with pom-dex alone (HR 0.596, 95% CI: 0.44-0.81, p=0.0010). Sarclisa combination therapy also demonstrated a significantly greater overall response rate compared to pom-dex alone (60.4% vs. 35.3%, p<0.0001).

"Most patients with multiple myeloma unfortunately relapse and become refractory to currently available therapies. Sarclisa used in combination with pomalidomide and dexamethasone offers an important new treatment option for patients in the United States living with this incurable disease," said Paul Richardson, MD, principal investigator of ICARIA-MM, and clinical program leader and director of clinical research at the Jerome Lipper Multiple Myeloma Center at Dana-Farber Cancer Institute. "The pivotal ICARIA-MM trial was the first Phase 3 study of a CD38 antibody in combination with pom-dex to present results demonstrating significant clinical benefit in this setting. The study enrolled a broad population of patients with relapsed and refractory multiple myeloma that is particularly difficult to treat and with poor prognosis, which is reflective of real-world practice."

The most common adverse reactions (occurring in 20% or more of patients) in patients who received Sarclisa combination therapy were neutropenia (96%), infusion-related reactions (39%), pneumonia (31%), upper respiratory tract infection (57%) and diarrhea (26%). Serious adverse reactions that occurred in more than 5% of patients who received Sarclisa combination therapy included pneumonia (25.3%) and febrile neutropenia (12.3%). Permanent discontinuation of Sarclisa combination therapy due to an adverse reaction (Grades 3-4) occurred in 7% of patients, and 3% of patients discontinued due to an infusion-related reaction.

An Important New Option for Treating Multiple Myeloma

Sarclisa offers an intravenous (IV) administration and is dosed at 10 mg/kg, in combination with pom-dex, every week for four weeks and then every two weeks, until disease progression or unacceptable toxicity. The first cycle is administered in an infusion time of 200 minutes, which can decrease to 75 minutes for the third cycle onwards. A treatment cycle is 28 days.

The U.S. list price (wholesale acquisition cost, or WAC) for Sarclisa is $650 per 100 mg vial and $3,250 per 500 mg vial. For a typical patient in the U.S., between 70-80 kg (154-176 lbs), this correlates to a cost of $5,200 per infusion. Actual costs to patients are generally anticipated to be lower as the list price does not reflect insurance coverage, copay support, or financial assistance from patient support programs. Sanofi is committed to responsible pricing while bringing innovative and valuable therapies to patients with significant unmet need.

Patients in the U.S. who have been prescribed Sarclisa may be eligible to enroll in the CareASSIST Patient Support Program, which provides reimbursement support and financial assistance to eligible patients. For more information, please call 1-833-WE+CARE (1-833-930-2273) or visit SanofiCareAssist.com/Sarclisa.

Multiple Myeloma Leads to Significant Disease Burden

Multiple myeloma is the second most common hematologic malignancy,i affecting more than 130,000 patients in the United States; approximately 32,000 Americansii are diagnosed with multiple myeloma each year. Despite available treatments, multiple myeloma remains an incurable malignancy, and is associated with significant patient burden. As patients relapse, they can become refractory to therapies they have received. There is a need for new agents so that patients and physicians can have options as the disease progresses over time. Relapsed (or recurrent) multiple myeloma means that the cancer returns after treatment or a period of remission. Since multiple myeloma does not have a cure, most patients will relapse at some point. Refractory multiple myeloma refers to cancer that does not respond to therapy.

About Sarclisa

Sarclisa is a monoclonal antibody (mAb) that binds to the CD38 receptor on multiple myeloma cells. It is designed to induce programmed tumor cell death (apoptosis) and immunomodulatory activity. CD38 is highly and uniformly expressed on multiple myeloma cells and cell surface receptors, making it a potential target for antibody-based therapeutics such as Sarclisa.

Sarclisa has Orphan Drug Designation status from the FDA and the European Medicines Agency (EMA). In the second quarter of 2019, the EMA accepted for review the Marketing Authorization Application for use of Sarclisa in combination with pom-dex for the treatment of certain patients with RRMM. The safety and efficacy of Sarclisa has not been fully evaluated by any regulatory authority outside of the U.S.

Sarclisa continues to be evaluated in multiple ongoing Phase 3 clinical trials in combination with current standard treatments for people with relapsed refractory or newly diagnosed multiple myeloma. It is also under investigation for the treatment of other blood cancer types (hematologic malignancies) and solid tumors.

IMPORTANT SAFETY INFORMATION AND INDICATION FOR U.S. PATIENTS

What is SARCLISA?

SARCLISA is a prescription medicine used in combination with pomalidomide and dexamethasone to treat adults who have received at least 2 prior therapies, including lenalidomide and a proteasome inhibitor, to treat multiple myeloma.

It is not known if SARCLISA is safe and effective in children.

Do not receive SARCLISA if you have a history of severe allergic reaction to isatuximab-irfc or any of the ingredients in SARCLISA (see the list of ingredients in full Prescribing Information).

Before receiving SARCLISA, tell your healthcare provider about all of your medical conditions, including if you:

are pregnant or plan to become pregnant. SARCLISA may harm your unborn baby. You should not receive SARCLISA during pregnancy.
Females who are able to become pregnant should use an effective method of birth control during treatment and for 5 months after your last dose of SARCLISA. Talk to your healthcare provider about birth control methods that you can use during this time.
Tell your healthcare provider right away if you think you are pregnant or become pregnant during treatment with SARCLISA.

are breastfeeding or plan to breastfeed. It is not known if SARCLISA passes into your breast milk. You should not breastfeed during treatment with SARCLISA.
Tell your healthcare provider about all the medicines you take, including prescription and over-the-counter medicines, vitamins, and herbal supplements.

How will I receive SARCLISA?

SARCLISA will be given to you by your healthcare provider by intravenous (IV) infusion into your vein.
SARCLISA is given in treatment cycles of 28 days (4 weeks), together with the medicines pomalidomide and dexamethasone.
In cycle 1, SARCLISA is usually given weekly.
Starting in cycle 2, SARCLISA is usually given every 2 weeks.
Your healthcare provider will decide how long you should receive SARCLISA.

If you miss any appointments, call your healthcare provider as soon as possible to reschedule your appointment.
Your healthcare provider will give you medicines before each dose of SARCLISA to help reduce the risk of infusion reactions (make them less frequent and severe).
What are the possible side effects of SARCLISA?

SARCLISA may cause serious side effects, including:

Infusion reactions. Infusion reactions are common with SARCLISA and can sometimes be severe.
Your healthcare provider will prescribe medicines before each infusion of SARCLISA to help decrease your risk for infusion reactions or to help make any infusion reaction less severe. You will be monitored for infusion reactions during each dose of SARCLISA.
Your healthcare provider may slow down or stop your infusion, or completely stop treatment with SARCLISA, if you have an infusion reaction.
Tell your healthcare provider right away if you develop any of the following symptoms of infusion reaction during or within 24 hours after an infusion of SARCLISA:

feeling short of breath
cough
chills
nausea
Decreased white blood cell counts. Decreased white blood cell counts are common with SARCLISA and certain white blood cells can be severely decreased. You may have an increased risk of getting certain infections, such as upper and lower respiratory infections.
Your healthcare provider will check your blood cell counts during treatment with SARCLISA. Your healthcare provider may prescribe an antibiotic or antiviral medicine to help prevent infection, or a medicine to help increase your white blood cell counts during treatment with SARCLISA.

Tell your healthcare provider right away if you develop any fever or symptoms of infection during treatment with SARCLISA.

Risk of new cancers. New cancers have happened in people during treatment with SARCLISA. Your healthcare provider will monitor you for new cancers during treatment with SARCLISA.
Change in blood tests. SARCLISA can affect the results of blood tests to match your blood type. Your healthcare provider will do blood tests to match your blood type before you start treatment with SARCLISA. Tell all of your healthcare providers that you are being treated with SARCLISA before receiving blood transfusions.
The most common side effects of SARCLISA include:

lung infection (pneumonia)
upper respiratory tract
infection
diarrhea
decreased red blood cell
counts (anemia)
decreased platelet counts
(thrombocytopenia)

These are not all the possible side effects of SARCLISA. For more information, ask your healthcare provider or pharmacist.

Protagonist Therapeutics to Announce Fourth Quarter and Full Year 2019 Financial Results

On March 2, 2020 Protagonist Therapeutics, Inc. (Nasdaq:PTGX) reported that it will announce fourth quarter and year end 2019 financial results after the NASDAQ market closes on Tuesday, March 10, 2020 (Press release, Protagonist, MAR 2, 2020, View Source [SID1234555078]). Protagonist management will host a year end update call at 4:30 p.m. EDT/1:30 p.m. PDT the same day.

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Conference Call and Webcast Information

Protagonist executives will host a conference call at 4:30 p.m. EDT/1:30 p.m. PDT on Tuesday, March 10, 2020. To access the live call, dial 1-844-515-9178 (U.S./Canada) or 1-614-999-9313 (international) and refer to conference ID number 5591627. A live and archived webcast of the call will also be accessible in the Investors section of the Company’s website at www.protagonist-inc.com. A replay will be available on the company’s website approximately two hours after the call and will remain available for 60 days.

Proscia® and UCSF Partner to Deliver Artificial Intelligence Applications That Improve the Accuracy and Speed of Cancer Diagnosis

On March 2, 2020 Proscia, a leading provider of artificial intelligence (AI) enabled digital pathology solutions, and the University of California, San Francisco (UCSF) reported that they have partnered to introduce artificial intelligence into the practice of pathology (Press release, Proscia, MAR 2, 2020, View Source [SID1234555077]). Beginning with prostate cancer, the second leading cause of cancer deaths among men in the U.S., the collaboration will validate the clinical efficacy of computational pathology applications for several high-impact pathology subspecialties.

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The standard of care for diagnosing cancer relies on the pathologist’s assessment of tissue biopsies viewed under a microscope. This 150-year-old manual and subjective practice cannot keep pace with the rising cancer burden amid a decreasing pathologist workforce. Prostate cancer diagnosis is especially problematic given its high slide-per-case volume, complex reporting requirements, and qualitative grading system, often leading to delayed turnaround times, increased use of ancillary tests, and reduced confidence in treatment decisions.

Proscia and UCSF are collaborating on the validation of computational pathology applications that drive much-needed quality and efficiency gains for clinical laboratories using digital pathology. As one of the earliest adopters of digital pathology for primary diagnosis, UCSF has amassed volumes of diverse, high-quality digitized data. This data is initially being used to ensure that Proscia’s computational pathology application for prostate cancer accurately accounts for the variability that exists across a wide range of diagnoses, methods of biopsy and tissue preparation, tissue staining procedures, and digital scanning processes.

"As prostate cancer impacts millions of patients each year, it is critical that we improve productivity and confidence in this high-impact specialty," said Mike Bonham, Proscia’s Chief Medical Officer. "Through our partnership with UCSF, an institution that achieves the highest standards in patient care, research, and education, we are gaining the data and experience required to ensure that our AI delivers meaningful benefits in practice, where so many other solutions have struggled to perform."

Beyond their initial work in prostate cancer, Proscia and UCSF will expand their focus to accelerate the introduction of similar solutions that advance the practice of pathology for subspecialty-specific processes making up the majority of pathology cases. As digital pathology continues to gain traction, these deep learning-enabled applications will drive its adoption by unlocking new diagnostic information that furthers discovery and improves patient outcomes.

"UCSF prides itself as being an institution in the intersection of research and clinical practice of medicine, continuously working to translate new findings into more effective prevention, diagnosis, and treatment," said Zoltan Laszik, Professor of Pathology at UCSF. "Proscia’s focus on delivering practical AI solutions strongly aligns with our efforts, and we are pleased to work together to improve the routine pathology workflow."

This partnership adds to the growing list of leading academic and commercial labs with which Proscia is working to bring computational pathology applications to market. In December 2019, the company announced a data collaboration with Johns Hopkins School of Medicine. Last week, Proscia released the results of the largest AI validation study in pathology, conducted in collaboration with Dermatopathology Laboratory of Central States, University of Florida, and Thomas Jefferson University Hospital, in support of the June 2019 release of its DermAI application for dermatopathology.