FOSTER CITY, California and SOUTH OF SAN FRANCISCO, California – (COMMERCIAL WIRE) – Gilead Sciences, Inc. (Nasdaq: GILD) announced today that, for $ 275 million, the company will acquire a 49.9 percent stake in Pionyr Immunotherapeutics Inc., a privately held company that develops world-class cancer immunotherapies and a exclusive option to buy the rest of Pionyr. Under the agreement, Pionyr shareholders can receive up to an additional $ 1.47 billion in option exercise fees and future milestone payments.
Pionyr Myeloid Tuning ™ therapies have the potential to treat patients who are not currently benefiting from checkpoint inhibitor therapies. PY314 and PY159 have demonstrated preclinical efficacy, suggesting potential in solid tumors in combination with established anti-PD (L) -1 agents. Pionyr plans to file New Drug Research (IND) requests with the US Food and Drug Administration. USA For PY314 and PY159 in the third quarter of this year. The pending Phase 1b results of either candidate, or sooner if Gilead chooses, Gilead may exercise its exclusive option to acquire the rest of Pionyr.
“Pionyr is pursuing a promising and novel biology in the field of immuno-oncology, ”said Daniel O’Day, President and CEO of Gilead Sciences. “The agreement represents significant progress as we continue to build Gilead’s presence in immuno-oncology with innovative and complementary approaches. We look forward to seeing programs move forward with the goal of developing new therapies that improve cancer treatment. ”
“This agreement underscores the value of our myeloid tuning platform and the potential of our line of antibody therapies designed to enhance the immune system within the tumor microenvironment, “said Steven P. James, President and CEO of Pionyr.”PY314 and PY159 are the first antibodies in their class designed to eliminate or reprogram, respectively, immunosuppressive cells in the tumor microenvironment and thus enhance antitumor immunity. We are grateful that Gilead has recognized the promise of this transformative approach to potentially benefit patients in a variety of solid tumors. ”
Terms of Agreement
Under the terms of the agreement, Pionyr shareholders will receive $ 275 million at closing. Gilead will receive 49.9 percent of Pionyr’s common stock and an exclusive option to purchase the remaining capital. Gilead may exercise its exclusive option upon completion of Phase 1b studies for PY314 and PY159, or at an earlier time if Gilead decides to do so, for an option exercise fee of $ 315 million and up to $ 1.15 billion in potential payments for future milestones. In addition, Gilead will provide Pionyr with additional funding for the PY314 and PY159 clinical programs, as well as ongoing research and development programs.
The transaction is subject to customary closing conditions and is expected to close shortly.
Gilead will have the right to nominate an individual to the Pionyr Board of Directors at the close of the transaction. In addition, Gilead and the other Pionyr shareholders will jointly select and nominate an independent individual for the Pionyr Board of Directors.
BofA Securities is acting as financial advisor to Gilead. Centerview Partners LLC is acting as financial advisor to Pionyr.
About myeloid tuning
Pionyr has developed a research approach called Myeloid Tuning, which is designed to rebalance the tumor microenvironment (TME) to promote anti-tumor immunity. Myeloid cells are a family of cell types that play an important role in both activating and suppressing the immune response to cancer. PY314 targets TREM2, a protein commonly found on the surface of certain types of immunosuppressive pro-tumor myeloid cells. PY314 is designed to selectively deplete these cells, resulting in a rebalancing of the tumor microenvironment that promotes anti-tumor immunity. PY159 targets TREM1, a protein that is expressed in multiple immunosuppressive myeloid cells such as macrophages, neutrophils, and myeloid-derived suppressor cells. PY159 is designed to reprogram these immunosuppressive cells to stimulate a proinflammatory and anti-tumor immune response.
About Pionyr Immunotherapeutics
Pionyr is exploiting new target discovery technologies and antibody generation platforms to create the next generation of immuno-oncological therapies after checkpoint inhibitors. The company’s initial approach, dubbed “Myeloid Tuning,” is designed to enhance the immune system’s anti-tumor response by specifically altering the cellular infiltrate of the tumor microenvironment. The Pionyr PY314 and PY159 core programs, targeting TREM2 and TREM1 respectively, are designed to selectively deplete and, in some cases, reprogram certain macrophages associated with tumors responsible for immunosuppression. Pionyr has raised $ 78 million from venture capitalists, including New Enterprise Associates, OrbiMed, SV Health Investors, Sofinnova Ventures, Vida Ventures, Osage University Partners, Mission Bay Ventures, and Trinitas Ventures. For more information, visit www.pionyrtx.com.
About the Gilead sciences
Gilead Sciences, Inc. is a research-based biopharmaceutical company that discovers, develops, and markets innovative drugs in areas of unmet medical need. The company strives to transform and simplify care for people with life-threatening illnesses worldwide. Gilead has operations in more than 35 countries worldwide, based in Foster City, California. For more information, visit the company’s website at www.gilead.com.
Gilead Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks, uncertainties and other factors, including the ability of the parties to complete this transaction in a timely manner or the ability of the parties. parties to meet potential milestones within the estimated timeframe or not at all and the risk that the parties may not realize the expected benefits of this transaction. All statements other than statements of historical fact are statements that could be considered forward-looking statements. These risks, uncertainties and other factors could cause actual results to differ materially from those mentioned in the forward-looking statements. The reader is cautioned not to trust these forward-looking statements. These and other risks are described in detail in Gilead’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as filed with the US Securities and Exchange Commission. USA All forward-looking statements are based on information currently available to Gilead, and Gilead assumes no obligation to update such forward-looking statements.