Celgene Corporation has formed a strategic collaboration with BeiGene, a Beijing, China-headquartered clinical-stage biopharmaceutical company focused on immuno-oncology, in a deal worth up to more than $1-billion.

Under the deal, Celgene will develop and commercialize BeiGene’s investigational anti-programmed cell death protein 1 (PD-1) inhibitor, BGB-A317, for patients with solid tumor cancers in the US, Europe, Japan, and the rest of world outside Asia. BeiGene will retain exclusive rights for the development and commercialization of BGB-A317 for hematological malignancies globally and for solid tumors in Asia (with the exception of Japan). BeiGene will acquire Celgene’s commercial operations in China and will gain an exclusive license to commercialize Celgene’s approved therapies in China.

BGB-A317 is an advanced clinical-stage investigational PD-1 inhibitor, which is being developed as a monotherapy and in combination with other therapies for treating solid tumor cancers. It is currently in two trials in China, and global studies of BGB-A317 are planned for initiation in 2018. Celgene and BeiGene will collaborate in the global development of BGB-A317. In addition, BeiGene retains the right to develop BGB-A317 in hematology and in combination with its other portfolio compounds.

Under the deal, BeiGene will acquire Celgene’s operations in China. BeiGene will also license and assume commercial responsibility for Celgene’s approved therapies in China, consisting of Abraxane (paclitaxel protein-bound particles for injectable suspension) (albumin-bound), Revlimid (lenalidomide), and Vidaza (azacitidine). In addition, BeiGene is granted licensing rights in China to CC-122, an anticancer therapy under the same terms and conditions as the approved commercial products. CC-122 is in development by Celgene for lymphoma and hepatocellular carcinoma. BeiGene plans to expand manufacturing and commercial operations in China in preparation for the potential approvals of BGB-A317 and future therapies developed by BeiGene in greater China.

Celgene will maintain a strategic and R&D presence in China dedicated to long-term commercial activities, regulatory affairs, and clinical development of new therapies in the country. Celgene will also continue supporting BeiGene with management of the Revlimid Risk Minimization Program.

Upon closing, BeiGene will receive upfront licensing fees totaling $263 million, and in addition Celgene will acquire an equity stake in BeiGene by purchasing 32.7 million, or 5.9% of BeiGene’s ordinary shares at $4.58 per share, or $59.55 per BeiGene’s American Depositary Shares. BeiGene is eligible to receive up to $980 million in development, regulatory, and sales milestone payments and royalties on future sales of BGB-A317.

The transactions have been approved by the boards of directors of Celgene and BeiGene. Both companies expect to complete the transaction during the third quarter of 2017, subject to the expiration or termination of applicable waiting periods under all applicable antitrust laws and satisfaction of other usual and customary closing conditions.

Source: Celgene