Both Auven Therapeutics Portfolio Companies
MedImmune acquires 100% of Spirogen for $200 million in cash and
deferred consideration of up to $240 million
MedImmune and ADC Therapeutics enter into a collaboration agreement
for two of ADC Therapeutics' oncology programs
MedImmune pays $20 million for an equity investment in ADC
Therapeutics matched by a $20 million additional investment from Auven
MedImmune's Executive Vice President, Dr. Bahija Jallal, joins ADC
Auven Therapeutics, the global private equity company focused on
accelerated development of breakthrough therapeutic drugs addressing
unmet medical needs, today announced that its strategic investment in
the antibody-drug conjugate (ADC) field has been validated by the sale
of its platform technology portfolio Company Spirogen to MedImmune, the
global biologics research and development arm of AstraZeneca.
MedImmune has also entered into a collaboration agreement with portfolio
Company ADC Therapeutics to jointly develop two of ADC Therapeutics
antibody-drug conjugate programs in preclinical development. MedImmune
and Auven will also make an equity investment in ADC Therapeutics.
ADCs are a clinically-validated cancer drug technology that offers both
high potency and selective targeting of cancer cells. Spirogen's
proprietary pyrrolobenzodiazepine (PBD) technology attaches highly
potent cytotoxic agents, or 'warheads' to specific cancer-targeting
antibodies using biodegradable 'linkers'. This targeting optimises the
delivery of the cancer drug to the tumour cells only and provides the
greatest degree of tumour killing while minimising the toxicity to the
Dr. Peter B. Corr, co-founder and Managing General Partner of Auven and
Chairman of ADC Therapeutics said: "We anticipate that our work in the
ADC field will be a major driver of value in our fund. We believe that
ADCs are one of the most interesting and important areas we have worked
on in our careers. The combination of tumor-specific antibodies with
highly potent cytotoxic warheads will be game changing in the oncology
MedImmune will acquire 100 per cent of the shares of Spirogen for an
initial consideration of $200 million and deferred consideration of up
to $240 million based on reaching predetermined development milestones.
Existing out-licensing agreements remain in place, milestones and
royalty rights under which have been transferred into a holding company
75% owned by Auven.
Commenting on the sale, Spirogen CEO Dr. Chris Martin said: "This deal
reflects the very significant progress made by our scientists, most
notably over the last two years, as we have applied our warhead and
linker technologies to the development of highly potent and specific
ADCs. We believe that PBD-armed antibody-drug conjugates will emerge as
a critical component in the next generation of cancer biologics with the
potential to make a difference for oncologists and their patients. We
look forward to combining our world class capabilities in this area with
MedImmune's ability to develop this exciting class of oncology drugs."
Following Auven's investment in Spirogen, the Company has expanded and
made major technical advances toward optimizing the stability and
therapeutic window of PBD-warheaded ADCs, working closely with its
collaborators including ADC Therapeutics.
Stephen Evans-Freke, co-founder and Managing General Partner of Auven
and Chairman of Spirogen commented: "While our business strategy for
Spirogen had been to license its ADC warhead technology to multiple
industry partners, an unsolicited approach by an unrelated party to this
deal to acquire the Company caused us to explore with Lazard the
potential for enhanced value realization through an outright sale. While
we had interest from various parties, MedImmune stood out as an ideal
partner. We were very pleased with the outcome."
ADC Therapeutics agreements
The collaboration agreement entered into between MedImmune and ADC
Therapeutics will include an upfront payment with predetermined
development milestones for two programs from a defined list. The parties
have a cost- and profit- sharing arrangement with MedImmune representing
the majority share. ADC Therapeutics retains the option to co-promote
one of the two products in the US.
MedImmune will also pay $20 million for an equity investment in ADC
Therapeutics matched by a $20 million additional investment from Auven
Therapeutics on the same terms.
Michael Forer, CEO of ADC Therapeutics and a Managing Director of Auven,
said: "The $40 million equity investment in ADC Therapeutics combined
with the economic terms of the collaboration agreement with MedImmune
ensure that the Company is now well-funded to achieve its mission.
Outside of our arrangement with MedImmune, we aim for ADC Therapeutics
to have multiple proprietary products in clinical development within two
years and to achieve clinical proof-of-concept by 2017."
Dr. Bahija Jallal, Executive Vice President of MedImmune said,
"Antibody-drug conjugates are ground-breaking technologies with the
potential for directly targeting many types of cancer tumours while
safeguarding healthy cells. The cutting-edge technologies developed by
Spirogen and ADC Therapeutics complement MedImmune's innovative antibody
engineering capabilities, enabling us to accelerate antibody-drug
conjugates into the clinic" she said.
"MedImmune is a natural partner for us given its depth of antibody
expertise, its oncology focus and the commitment of its leadership to
bring a number of break-through cancer therapeutics incorporating this
exciting technology to patients as rapidly as possible. We are also
excited to have Dr. Bahija Jallal with all her expertise in this area
join the Board of ADC Therapeutics," concluded Mr Evans-Freke and Dr.
Lazard Freres & Co. LLC acted as lead advisor to Spirogen and ADC
Therapeutics and Arnold & Porter LLP served as legal counsel.
Notes to Editors
About Auven Therapeutics
Auven Therapeutics was founded by Stephen Evans-Freke and Dr. Peter B
Corr in 2007 with an innovative investment strategy that enables it to
operate as a drug development company while remaining structured as a
private equity fund. Auven Therapeutics has a portfolio of biologic and
small molecule drug candidates for a range of therapeutic indications
including cancer, ophthalmic conditions, women's health and orphan
diseases. Stephen Evans-Freke and Dr. Peter B. Corr are the Managing
General Partners of Auven Therapeutics Management L.L.L.P., and the
other Managing Directors of the firm are Reinaldo Diaz and Beth P. Hecht
(New York), Michael Forer (Lausanne) and Dr. Richard Warburg (USVI)).
Auven Therapeutics Development is the operating company of Auven
Therapeutics Holdings L.P. and manages drug development from its bases
in Lausanne, Switzerland, New York, USA and Hamilton, Bermuda.
For further information, please visit Auven Therapeutics' website, www.auventx.com.
The Spirogen group was founded in 2001 as a spin-out from several
institutions including University College, London and partly funded by
Cancer Research UK. It is majority owned by Auven Therapeutics. Since
that time, it has developed a novel class of highly potent cytotoxic
warheads based on its proprietary pyrrolobenzodiazepines (PBDs), DNA
minor groove binding agents, which bind and cross-link specific sites of
DNA of the cancer cell. This blocks the cancer cells' division without
distorting its DNA helix, thus potentially avoiding the common
phenomenon of emergent drug resistance. Spirogen has been developing its
PBD technology for more than ten years, including a standalone PBD agent
already in a clinical study in acute myeloid leukemia (AML). Its
business model has been to partner its technology with pharma and
biotech for use in the development of novel drugs. It has a number of
industry collaborations, including a collaboration with Genentech
announced in 2011 and with ADC Therapeutics announced in 2012.
For further information, please visit Spirogen's website, www.spirogen.com.
About ADC Therapeutics
ADC Therapeutics is a Swiss-based oncology drug development company that
specializes in the development of proprietary Antibody Drug Conjugates
(ADCs) targeting major cancers such as breast, lung, prostate, renal and
blood. The Company's ADCs are highly targeted drug constructs which
combine monoclonal antibodies specific to particular types of tumor
cells with a novel class of highly potent pyrrolobenzodiazepine
(PBD)-based warheads The Company was launched in 2012 with a $50m
commitment from private equity firm Auven Therapeutics. ADC Therapeutics
has access to warhead and linkers chemistries via existing agreements
with Spirogen. It operates a virtual business model based in Lausanne,
For further information please see: www.adctherapeutics.com.
Kathy Armstrong, Investor Relations
+1 (212) 616 4042
College Hill Life Sciences:
Charles/Stefanie Bacher/Gemma Howe
T: +44 (0)20 7866 7863