Celgene Corporation, an integrated global biopharmaceutical company,  and Juno Therapeutics, Inc., a fully integrated biopharmaceutical company,  have entered into a global collaboration for the development and commercialization of immunotherapies. The two companies will leverage T cell therapeutic strategies to develop treatments for patients with cancer and autoimmune diseases with an initial focus on Chimeric Antigen Receptor Technology (CAR-T) and T Cell Receptor (TCR) technologies.

"This transaction strengthens Celgene's position in the emerging and transformative area of immuno-oncology," said Bob Hugin, chairman and chief executive officer of Celgene. "Juno has assembled world class experts and built impressive capabilities and technologies in the areas of T cell biology and cellular therapy; we believe this long-term collaboration enhances the potential of both companies to deliver transformational therapies to patients with significant unmet medical needs."

"Celgene is the ideal partner for Juno to help us realise the full potential of our science and clinical research while maintaining the independence we, our employees, partners, and investors believe is so critical for true innovation," said Hans Bishop, chief executive officer of Juno.

"This unique collaboration is designed to catalyze and create tremendous ongoing scientific and product development synergy by leveraging each company's strengths and assets. In addition to its established global presence and commercial reach, Celgene has leading small molecule and protein capabilities that complement Juno's advanced engineered T cell capabilities. By doing this together, we believe we can more quickly and effectively develop potentially disruptive therapies in this new field of medicine and make them more readily available to patients worldwide."

Under the terms of the collaboration, Celgene has the option to be the commercialisation partner for Juno's oncology and cell therapy auto-immune product candidates, including Juno's CD19 and CD22 directed CAR-T product candidates. B-Cell Maturation Antigen (BCMA) is excluded as a target in this collaboration.

For Juno-originated programmes co-developed under the collaboration, Juno will be responsible for research and development in North America and will retain commercialisation rights in those territories, Celgene will be responsible for development and commercialisation in the rest of the world, and will pay Juno a royalty on sales in those territories and Celgene has certain co-promotion options.

Celgene will initially be eligible to select two programmes, excluding CD19 and CD22, to be subject to a global profit sharing agreement under which the companies will share worldwide expenses and profits equally, except in China and additionally, subject to additional obligations, Celgene may select a third programme.

Juno will have the option to enter into a co-development and co-commercialisation agreement on certain Celgene-originated development candidates that target T Cells. For any such Celgene-originated programmes co-developed under the collaboration, the parties will share global costs and profits with 70 per cent allocated to Celgene and 30 per cent allocated to Juno and Celgene will lead global development and commercialisation, subject to a Juno co-promote option in the US and certain EU territories.

Upon closing, Juno will receive an upfront payment of approximately $150 million, and in addition Celgene will purchase 9,137,672 shares of Juno's common stock at $93.00 per share. In conjunction with this stock purchase, Celgene will receive the right to nominate a member to Juno's board of directors.

During the 10-year term of the collaboration, Celgene will have the right to purchase additional equity in Juno during specified windows and at specified market premiums subject to satisfaction of certain conditions by each party including Juno opting in on select Celgene programs, such that, at a maximum, Celgene could own up to 30 per cent of Juno's common stock then outstanding; and Celgene has entered into a standstill agreement and agreed to certain lock-up provisions on its share ownership.

This transaction has been approved by the boards of directors of both companies. Celgene and Juno currently expect to complete the transaction during the third quarter of 2015, subject to the expiration or termination of applicable waiting periods under all applicable antitrust laws and satisfaction of other usual and customary closing conditions.

Juno's chimeric antigen receptor (CAR) and T cell receptor technologies (TCR) genetically engineer T cells to recognise and kill cancer cells. Juno's CAR T cell technology inserts a gene for a particular CAR into the T cell, enabling it to recognise cancer cells based on the expression of a specific protein located on the cell surface. Juno's TCR technology provides the T cells with a specific T cell receptor to recognise protein fragments derived from either the surface or inside the cell. When either type of engineered T cell engages the target protein on the cancer cell, it initiates a cell-killing response against the cancer cell.

Juno Therapeutics is building a fully integrated biopharmaceutical company focused on revolutionising medicine by re-engaging the body's immune system to treat cancer.

Celgene Corporation, headquartered in Summit, New Jersey, is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialisation of innovative therapies for the treatment of cancer and inflammatory diseases through gene and protein regulation.