Amgen To Acquire Privately-Held Dezima Pharma

Amgen and Dezima have entered into a definitive acquisition agreement under which Amgen will acquire Dezima, a privately-held,Netherlands-based biotechnology company focused on developing innovative treatments for dyslipidemia.

PRESS RELEASE

THOUSAND OAKS, Calif.

and NAARDEN,

Netherlands

,

Sept. 16, 2015

/PRNewswire/ --

Amgen

(NASDAQ:AMGN) and

Dezima Pharma B.V.

(Dezima) today announced that the companies have entered into a definitive acquisition agreement under which

Amgen

will acquire Dezima, a privately-held,

Netherlands

-based biotechnology company focused on developing innovative treatments for dyslipidemia. Dezima shareholders have approved the agreement.

"With the recent launches of Repatha™ (evolocumab) and Corlanor

®

(ivabradine), and today's acquisition of Dezima,

Amgen

is proud to be on the leading edge of an exciting new wave of treatments for cardiovascular disease, an illness impacting millions of people worldwide," said

Robert A. Bradway

, chairman and chief executive officer at

Amgen

.

Dezima's lead molecule is TA-8995, an oral, once-daily cholesteryl ester transfer protein (CETP) inhibitor. In a Phase 2b clinical trial for dyslipidemia, TA-8995 reduced low-density lipoprotein cholesterol (LDL-C) by 45 to 48 percent compared to baseline. LDL-C reduction was consistent when TA-8995 was administered as monotherapy or in combination with statins. The most common adverse events were nasopharyngitis and headache.

"TA-8995 has demonstrated dramatic LDL-C lowering," said

Sean E. Harper

, M.D., executive vice president of Research and Development at

Amgen

. "With a portfolio of TA-8995 and Repatha, our recently launched LDL-C lowering PCSK9 inhibitor, we will be able to offer more treatment options with different mechanisms of action and modes of administration across varying LDL-C levels and risk profiles."

Under the terms of the agreement,

Amgen

will pay

$300 million

in cash at closing and up to

$1.25 billion

in additional payments if certain development and sales milestones are achieved. Low single-digit royalties will be paid on net product sales above a certain threshold. The agreement is subject to customary closing conditions, including regulatory approvals, and is expected to close in the fourth quarter of this year. Following the completion of the transaction, Dezima Pharma, which originally licensed rights to TA-8995 from

Mitsubishi Tanabe Pharma Corporation

(MTPC), will become a wholly owned subsidiary of

Amgen

. MTPC will receive from Dezima a portion of the upfront payment, future development and sales milestone payments, and royalties on net product sales if a certain threshold is reached. MTPC will also retain development and commercialization rights to TA-8995 in certain territories in

Asia

, including

Japan

.

"We are delighted to join

Amgen

as the company has shown impressive leadership in the cardiovascular space by their rapid and state-of-the-art development program for Repatha, their injectable PCSK9 inhibitor," said

Rob de Ree

, chief executive officer of Dezima. "Owning both Repatha and TA-8995, each innovative and complementary therapies with the potential to serve a broad range of patients with high cholesterol, will further solidify

Amgen's

position in the future treatment of dyslipidemia."

Covington & Burling

and De Brauw Blackstone Westbroek served as legal counsel to

Amgen

. NautaDutilh served as legal counsel and

Moelis & Company

served as a financial advisor to Dezima.

Amgen's

cardiovascular portfolio includes Repatha, Corlanor and omecamtiv mecarbil.

Repatha was approved by the

U.S. Food and Drug Administration

(

FDA

) in August. In the U.S. it is indicated as an adjunct to diet and maximally tolerated statin therapy for the treatment of adults with heterozygous familial hypercholesterolemia (HeFH) or clinical atherosclerotic cardiovascular disease (ASCVD), who require additional lowering of LDL-C; and as an adjunct to diet and other LDL-lowering therapies for the treatment of patients with homozygous familial hypercholesterolemia (HoFH), who require additional lowering of LDL-C.

In July, the

European Commission

(EC) granted marketing authorization for Repatha for the treatment of adults with primary hypercholesterolemia or mixed dyslipidemia, as an adjunct to diet in combination with a statin or statin with other lipid-lowering therapies in patients unable to reach LDL-C goals with the maximum tolerated dose of a statin, or alone or in combination with other lipid-lowering therapies in patients who are statin-intolerant, or from whom a statin is contraindicated; and as a treatment of adults and adolescents aged 12 years and over with homozygous familial hypercholesterolemia in combination with other lipid-lowering therapies.

The effect of Repatha on cardiovascular morbidity and mortality has not been determined.

Corlanor was approved by the

FDA

in April to reduce the risk of hospitalization for worsening heart failure in patients with stable, symptomatic chronic heart failure with left ventricular ejection fraction (LVEF) < 35 percent, who are in sinus rhythm with resting heart rate > 70 beats per minute (bpm) and either are on maximally tolerated doses of beta blockers or have a contraindication to beta blocker use.

Omecamtiv mecarbil is a small molecule activator of cardiac myosin in Phase 2, which is being investigated for the treatment of heart failure in collaboration with

Cytokinetics

.