Celgene to Acquire Quanticel Pharmaceuticals

Celgene Committed to Expanding Sustainable Pipeline of Life-Enhancing Medical Innovation to Benefit Cancer Patients.

PRESS RELEASE

SUMMIT, N.J. &

SAN DIEGO

--(BUSINESS WIRE)--

Celgene Corporation

(NASDAQ:CELG) and

Quanticel Pharmaceuticals, Inc.

, a privately held biotechnology company focused on cancer drug discovery, today announced a definitive share purchase agreement under which

Celgene Corporation

will acquire Quanticel. Through the agreement,

Celgene

will have full access to Quanticel's proprietary platform for the single-cell genomic analysis of human cancer, as well as Quanticel's lead programs that target specific epigenetic modifiers to advance Celgene's pipeline of innovative cancer therapies.

The acquisition culminates a 2011 strategic alliance between

Celgene

and Quanticel. Over the course of the three-and-a-half year alliance, Quanticel industrialized its single-cell platform for analysis of tumor cellular content and applied it to novel target discovery and the generation of high-quality drug candidates. Multiple drug candidates from Quanticel are expected to enter the clinic in early 2016.

"This acquisition brings into

Celgene

a highly productive, innovative organization deploying a unique platform of high strategic value" said

Tom Daniel

, M.D., President of Research and

Early Development

for

Celgene Corporation

. "More than acquiring the great team, the novel technology, and the drug candidates, the deal validates an innovative approach to building organizational capabilities."

"Celgene made clear from the start that they valued both our technology and our team, and this resulted in an extremely collaborative and productive partnership over the past three years," said

Steve Kaldor

, Ph.D., chief executive officer at Quanticel. "We look forward to supporting the continued maturation of our pipeline and platform as a part of the

Celgene

organization."

"Culmination of this innovative strategic alliance between

Celgene

and Quanticel demonstrates the ability of corporate partners to successfully collaborate and advance the discovery of new therapies," said

Brad Bolzon

, managing director of

Versant Ventures

, an investor in Quanticel.

The acquisition is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Under the agreement terms,

Celgene

will acquire Quanticel for an upfront payment of

$100 million

in cash. Up to an additional

$385 million

in contingent payments may be achieved upon research, development, and regulatory advances related to Quanticel's research and development platform. The acquisition of

Quanticel Pharmaceuticals, Inc.

is expected to be accounted for as a purchase transaction and

Celgene

anticipates that the acquisition will be neutral to 2015 adjusted diluted earnings guidance.