Teva Pharmaceutical Industries Ltd., a world leading global pharmaceutical company, and Ignyta, Inc., a precision oncology biotechnology company, announced the acquisition by Ignyta of the worldwide rights and assets relating to four targeted oncology development programmes in exchange for 1.5 million shares (6%) of Ignyta's common stock.
Concurrently, Ignyta has entered into stock purchase agreements with Teva, and selected additional healthcare investors, whereby Teva will purchase a further 1.5 million shares of common Ignyta stock at a price of $10 per share in a registered direct offering. The other investors will purchase an additional 2.7 million shares at $10 per share, valuing the total offering at approximately $41.6 million.
"Teva has committed to finding novel ways for the ongoing development of early clinical stage and pre-clinical oncology R&D programs, which hold significant promise for cancer patients," said Michael Hayden, Teva's president of global R&D and chief scientific officer. "Ignyta's capabilities and focus in oncology will give these assets the best chance of realizing their potential for patients, and of maximizing their value for Teva."
"Acquiring these four development stage programmes from Teva is truly transformational for Ignyta and well aligned with our strategic focus on developing first-in-class and best-in-class precision medicines to help cancer patients with unmet needs," said Jonathan Lim, M.D., chairman and CEO of Ignyta. "These oncology programs add critical mass to our pipeline and further enable us to leverage our precision oncology platform, including our proprietary multiplex diagnostic assays and our CLIA certified, QSR compliant diagnostic laboratory. Furthermore, these new assets complement our entrectinib development program and extend our ability to target the majority of known oncogenic drivers across multiple solid tumor indications. For example, in non-small cell lung cancer alone, we believe that our product candidates have potential activity against many of the most frequent oncogenic drivers in this disease, and we plan to explore these opportunities through innovative clinical trial designs such as master protocols."
"We are also grateful to Teva and the financial investors who share Ignyta's precision oncology vision and invested in this latest financing," continued Dr. Lim. "We intend to use the funds to further advance our precision oncology vision by developing targeted therapies that provide meaningful benefit to specific populations of cancer patients."
Under the terms of the asset purchase agreement with Teva, Ignyta is acquiring all of Teva's assets and worldwide rights relating to four oncology development programmes in exchange for 1.5 million shares of Ignyta's common stock. Teva has agreed not to sell or otherwise transfer any of these shares until March 17, 2016, and Ignyta is required to register the resale of these shares with the Securities and Exchange Commission (SEC) prior to such date.
The development programmes Ignyta purchased from Teva include: CEP-32496, which Ignyta has renamed RXDX-105, a potent small molecule inhibitor of BRAF, EGFR and RET that is currently in a phase I/II dose escalation clinical trial; CEP-40783, which Ignyta has renamed RXDX-106, a potent, highly selective, pseudo-irreversible inhibitor of AXL and cMET that is in late preclinical development; CEP-40125, which Ignyta has renamed RXDX-107, a nanoformulation of a modified bendamustine with potential activity in solid tumors that is in late preclinical development; and TEV-44229, which Ignyta has renamed RXDX-108, a potent, selective inhibitor of the atypical kinase PKCiota that is in preclinical studies. Ignyta has also acquired next generation PKCiota inhibitors in addition to the lead compound.
Ignyta also assumed all of Teva's ongoing obligations under certain contracts relating to the purchased programmes, including the agreements under which Teva in-licensed rights to the assets.