MedImmune also has entered into a collaboration agreement with ADC Therapeutics to jointly develop two of ADC Therapeutics' antibody-drug conjugate programs in preclinical development. MedImmune will make an equity investment in ADC Therapeutics, which has an existing licensing agreement with Spirogen.
MedImmune will acquire 100% of Spirogen's shares 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 and associated revenue streams are excluded from this acquisition.
MedImmune will pay $20 million for an equity investment in ADC Therapeutics, which will be matched by Auven Therapeutics, the majority shareholder in both ADC Therapeutics and Spirogen. The collaboration agreement will include an upfront payment with predetermined development milestones for two programs from a defined list and a cost- and profit-sharing arrangement with MedImmune representing the majority share. ADC Therapeutics also will have the option to co-promote one of the products in the U.S.
Antibody-drug conjugates 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 optimizes the delivery of the cancer drug to the tumor cells only and provides the greatest degree of tumor killing while minimizing the toxicity to the patient.
"Antibody-drug conjugates are ground-breaking technologies with the potential for directly targeting many types of cancer tumors while safeguarding healthy cells. The technologies developed by Spirogen and ADC Therapeutics complement MedImmune's antibody engineering capabilities, enabling the acceleration of antibody-drug conjugates into the clinic," said Dr. Bahija Jallal, executive vice president, MedImmune.