Robert L. Jones

Cooley advised biopharmaceutical company Cytokinetics on its Rule 144A offering of $450 million aggregate principal amount of 3.50% convertible senior notes due in 2027, which includes the full exercise of the initial purchasers’ option to purchase an additional $90 million aggregate principal amount of notes. Lawyers Robert Jones, Mischi a Marca, Alan Hambelton, Jason Savich, Julia Stark, Justine Chiu and Hailey Yook led the Cooley team advising Cytokinetics.

Cooley advised Portola, a commercial-stage biopharmaceutical company focused on life-threatening blood-related disorders, on its agreement to sell to Alexion Pharmaceuticals for $18 per share in cash – a value of $1.41 billion. Jamie Leigh, Ian Nussbaum, Kenneth Guernsey, Robert Jones and Sally Kay led the Cooley team advising Portola on the transaction, which is expected to close in Q3. 

Cooley advised Cell Design Labs on its sale to Gilead Sciences. The transaction is valued at up to $567 million and includes Gilead’s acquisition of all outstanding shares of Cell Design Labs, including the shares of Cell Design Labs held by Kite Pharma (a subsidiary of Gilead). Partners Ben Beerle and Jamie Leigh led a broad Cooley team advising Cell Design Labs.

Cooley advised Cell Design Labs, researcher and developer of cell-based therapies for cancer, in a series of investor and strategic partner financings totaling $34.4 million to fund the company’s startup operations. The investors, led by Kleiner Perkins Caufield and Byers, also include Kite Pharma, Osage, University Partners, Mission Bay Ventures and a group of private investors.

As part of the agreement, Cell Design Labs entered into their first strategic partnership with Kite Pharma for a research collaboration and license agreement to develop next generation, precision-controlled chimeric antigen receptor (CAR) product candidates that incorporate Cell Design Labs’ molecular “on/off switch” technology

The cross-practice team advising Cell Design Labs includes Danielle Naftulin for the financing component, and Bob Jones and Kate Hillier for the collaboration.

SOUTH SAN FRANCISCO, Calif. & PARIS – (BUSINESS WIRE) – Exelixis, Inc. (NASDAQ:EXEL) and Ipsen (Euronext: IPN; ADR: IPSEY) today jointly announced an exclusive licensing agreement for the commercialization and further development of cabozantinib, Exelixis' lead oncology drug. Under the agreement, Ipsen will have exclusive commercialization rights for current and potential future cabozantinib indications outside of the United States, Canada and Japan. This agreement includes rights to COMETRIQ®, which is currently approved in the European Union (EU) for the treatment of adult patients with progressive, unresectable, locally advanced or metastatic medullary thyroid cancer (MTC). The companies have agreed to collaborate on the development of cabozantinib for current and potential future indications. Exelixis will maintain exclusive commercial rights for cabozantinib in the United States and Canada, and continue its discussions to partner commercial rights in Japan.

Under the agreement, Exelixis will receive a $200 million upfront payment. Exelixis is eligible to receive regulatory milestones, including $60 million upon the approval of cabozantinib in Europe for advanced renal cell carcinoma (RCC) and $50 million upon the filing and approval of cabozantinib in Europe for advanced hepatocellular carcinoma (HCC), as well as additional regulatory milestones for potential further indications. The agreement also includes up to $545 million of potential commercial milestones and provides for Exelixis to receive tiered royalties up to 26% on Ipsen's net sales of cabozantinib in its territories.

Marc de Garidel, Chairman and Chief Executive Officer of Ipsen said: "The robust results from the METEOR study in advanced renal cell carcinoma demonstrate that cabozantinib has the potential to become a key oncology product in Europe. This transaction will help Ipsen accelerate the growth of the company and strengthen its oncology footprint in Europe. We are excited to bring cabozantinib to patients and clinicians around the world."

Future commercial indications for cabozantinib could include advanced HCC, the subject of CELESTIAL, an Exelixis-sponsored phase 3 pivotal trial for which top-line results are anticipated in 2017. Additional earlier-stage studies are under way through Exelixis' collaboration with the National Cancer Institute's Cancer Therapy Evaluation Program (NCI-CTEP), and its ongoing Investigator-Sponsored Trial (IST) program. Through these two programs, there are more than 45 ongoing or planned studies including trials in advanced RCC, bladder cancer, colorectal cancer, non-small cell lung cancer, and endometrial cancer.

"In Ipsen, Exelixis has an ideal partner to maximize the potential for cabozantinib to have a positive impact on the treatment of cancer on a global basis," said Michael M. Morrissey, Ph.D., President and Chief Executive Officer of Exelixis. "Ipsen's established international oncology marketing presence, late-stage clinical development expertise and shared vision with Exelixis for the franchise potential of cabozantinib will accelerate cabozantinib's commercialization in its territories, while Exelixis remains focused on our launch in the United States. While our immediate priority will be on advanced renal cell carcinoma, Exelixis and Ipsen are committed to exploring and potentially developing cabozantinib in a variety of cancer settings."

Cabozantinib is a small molecule therapy that inhibits the activity of tyrosine kinases including VEGF receptors, MET, AXL, and RET. Following positive results from the METEOR global phase 3 pivotal trial, the tablet form of cabozantinib is the subject of pending U.S. and EU regulatory applications for use as a treatment for advanced RCC in patients who have received one prior therapy. In the EU, the Marketing Authorization Application (MAA) for cabozantinib in advanced RCC has been accepted and granted accelerated assessment. With this designation, the MAA is eligible for a 150-day review, versus the standard 210 days (excluding clock stops when information is requested by the EMA). Exelixis plans to transfer sponsorship of this MAA to Ipsen. Exelixis also anticipates transitioning the commercialization rights to COMETRIQ® outside the U.S. from Exelixis' current international partner for COMETRIQ®, Swedish Orphan Biovitrum AB (Sobi), to Ipsen, in accordance with the terms of its agreement with Sobi. In March 2014, the capsule form of cabozantinib was approved by the European Commission under the trade name COMETRIQ for the treatment of patients with progressive, unresectable, locally advanced or metastatic MTC.

View the company's full press release here.