Gilead Sciences Secures Exclusive Option to Acquire Tizona Therapeutics for $300 Million
– Gilead to Acquire 49.9% Equity Interest in Tizona –
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Gilead can exercise its option to acquire the remainder of Tizona following the readout of a Phase 1b study of Tizona’s investigational antibody, TTX-080, or earlier if Gilead decides to do so. TTX-080, discovered by Tizona, is a potential first-in-class medicine that targets HLA-G, a novel and emerging immune checkpoint expressed across multiple tumor types. The expression pattern of HLA-G often appears distinct from that of PD-(L)1, suggesting potential utility to address tumors that do not respond to current anti-PD-(L)1 treatments and to deepen responses in tumors that are sensitive to anti-PD-(L)1 therapies.
“Tizona is pursuing first-in-class cancer immunotherapies that could make an important difference in oncology by helping patients who don’t respond to current checkpoint inhibitors,” said Daniel O’Day, Chairman and Chief Executive Officer,
“Gilead’s support will enable Tizona to accelerate and broaden our TTX-080 clinical program while also enabling us to rapidly advance our rich, first-in-class preclinical portfolio and target validation efforts,” said
Terms of the Agreement
Under the terms of the agreement, Tizona equity holders will receive
The transaction is expected to close in the third quarter of this year and is subject to antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.
Gilead will have the right to appoint two individuals to Tizona’s Board of Directors upon closing of the transaction.
Tizona will spin off TTX-030, the company’s investigational, first-in-class anti-CD39 antibody partnered with AbbVie, into a separate entity prior to closing of this transaction. TTX-030 is not subject to this agreement.
TTX-080 is investigational and not approved anywhere globally. Its efficacy and safety have not been established.
Cowen is acting as financial advisor and Ropes & Gray is acting as legal counsel to Gilead.
Tizona is a privately held, clinical-stage immunotherapy company that develops first-in-class medicines to deliver transformational benefits for people with cancer. Tizona translates scientific breakthroughs into therapeutics that stimulate the immune system and counter immune suppression. Its novel pipeline includes the clinical-stage TTX-080, an anti-HLA-G antibody, and rich preclinical portfolio. Tizona investors include MPM, Canaan, Abingworth,
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 close this transaction in a timely manner or at all, the ability of the parties to initiate and complete clinical trials involving TTX-080 in the currently anticipated timelines or at all, the possibility of unfavorable results from one or more of such trials involving TTX-080, the ability of the parties to meet potential milestones in the estimated timelines or at all and the risk that the parties may not realize the expected benefits of this collaboration. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These risks, uncertainties and other factors could cause actual results to differ materially from those referred to in the forward-looking statements. The reader is cautioned not to rely on 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