Common use of Your Contact Clause in Contracts

Your Contact. News Release Xxxxxxx Xxxxxx Phone +0-000-000-0000 March 30, 2015 Merck Serono and Intrexon Announce Agreement for the Development and Commercialization of CAR-T Therapy • Chimeric Antigen Receptor T-cell (CAR-T) therapy enhances Merck Serono’s R&D technology portfolio in immuno-oncology • Collaboration and license agreement will focus on developing a next generation CAR-T platform to generate several drug candidates Darmstadt, Germany, March 30, 2015 – Merck Serono, the biopharmaceutical business of Merck, and Intrexon Corporation (NYSE:XON), today announced an exclusive strategic collaboration and license agreement to develop and commercialize Chimeric Antigen Receptor T-cell (CAR-T) cancer therapies. This collaboration advances Merck Serono’s comprehensive, science-driven strategy to develop innovative therapies that modulate the immune system’s natural ability to fight tumors. “The collaboration with Intrexon underlies Merck Serono’s focus on innovation, and enhances its R&D technology portfolio in immuno-oncology,” says Xxxxx Xxxxxx, President and CEO of Merck Serono. “Moreover, it showcases Merck Serono’s commitment to developing therapies that have the potential to significantly evolve the way cancer is treated.” CAR-T cells are genetically engineered T-cells with synthetic receptors that recognize a specific antigen expressed on tumor cells. When CAR-T cells bind to a target, an immunological attack against the cancer cells is triggered. Utilizing Intrexon’s cell engineering techniques and RheoSwitch® platform, the collaboration aims to develop leading-edge products that empower the immune system in a regulated manner to overcome the current challenges of CAR-T therapy. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. The agreement provides Merck Serono exclusive access to Intrexon’s proprietary and complementary suite of technologies to engineer T cells with optimized and inducible gene expression, as recently strengthened by a license agreement with the University of Texas MD Xxxxxxxx Cancer Center. Intrexon will be responsible for all platform and product developments until IND filing. Merck will nominate targets of interest for which CAR-T products will be developed. Merck will also lead the IND filing and pre-IND interactions, clinical development and commercialization. In addition, Intrexon has the opportunity to explore targets independently, granting Merck opt-in rights during clinical development. “Merck is an ideal partner in CAR-T for us because of their long-term perspective, extraordinary character, worldwide reach and commitment to leadership in immuno-oncology,” says Xxxxxx X. Xxxx, Chairman and CEO of Intrexon. “We look forward to working together to benefit patients through the creation of a leading franchise in this very promising field.” Under the terms of the agreement, Intrexon will receive an upfront payment of $115 million. For the first two targets of interest selected by Merck Serono, Intrexon will receive research funding and is eligible to receive up to $826 million development, regulatory and commercial milestones, as well as tiered royalties on product sales. In addition, Intrexon is also eligible to receive further payments upon achievement of certain technology development milestones. About Intrexon Corporation Intrexon Corporation (NYSE: XON) is a leader in synthetic biology focused on collaborating with companies in Health, Food, Energy, Environment, and Consumer sectors to create biologically-based products that improve the quality of life and the health of the planet. Through the Company’s proprietary UltraVector® platform and integrated technology suite, Intrexon provides its partners with industrial -scale design and development of complex biological systems delivering unprecedented control, quality, function, and performance of living cells. We call our synthetic biology approach Better DNA®, and we invite you to discover more at xxx.xxx.xxx. About Merck Serono Merck Serono is the biopharmaceutical business of Merck. With headquarters in Darmstadt, Germany, Merck Serono offers leading brands in 150 countries to help patients with cancer, multiple sclerosis, infertility, endocrine and metabolic disorders as well as cardiovascular diseases. In the United States and Canada, EMD Serono operates as a separately incorporated subsidiary of Merck Serono. Merck Serono discovers, develops, manufactures and markets prescription medicines of both chemical and biological origin in specialist indications. We have an enduring commitment to deliver novel therapies in our core focus areas of neurology, oncology, immuno-oncology and immunology. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. For more information, please visit xxx.xxxxxxxxxxx.xxx All Merck news releases are distributed by e-mail at the same time they become available on the Merck website. Please go to xxx.xxxxxxxxxx.xxx/xxxxxxx to register online, change your selection or discontinue this service. Merck is a leading company for innovative, top-quality high-tech products in healthcare, life science and performance materials. The company has six businesses – Merck Serono, Consumer Health, Allergopharma, Biosimilars, Merck Millipore and Performance Materials – and generated sales of around € 11.3 billion in 2014. Around 39,000 employees work for Merck in 66 countries to improve the quality of life for patients, to further the success of customers, and to help meet global challenges. Merck is the world’s oldest pharmaceutical and chemical company – since 1668, the company has stood for innovation, business success and responsible entrepreneurship. Holding an approximately 70% interest, the founding family remains the majority owner of the company to this day. Merck, Darmstadt, Germany holds the global rights to the Merck name and brand. The only exceptions are Canada and the United States, where the company operates as EMD Serono, EMD Millipore and EMD Performance Materials.

Appears in 2 contracts

Samples: License and Collaboration Agreement (Ziopharm Oncology Inc), License and Collaboration Agreement (Intrexon Corp)

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Your Contact. Xx. Xxxxxx Xxxxxxxx News Release Xxxxxxx Xxxxxx Phone +0-000-000+00 0000 00-0000 March 30June 24, 2015 2014 Merck Serono and Intrexon Announce Agreement for the Development and Commercialization of CARMersana to Develop Next-T Therapy • Chimeric Antigen Receptor TGeneration Antibody-cell (CAR-T) therapy enhances Merck Serono’s R&D technology portfolio in immuno-oncology • Drug Conjugates · Collaboration and license agreement will focus on developing a next generation CARallows Merck Serono to expand its oncology drug portfolio · Mersana Therapeutics’ Fleximer technology to be leveraged to create multiple antibody-T platform to generate several drug candidates conjugates Darmstadt, Germany, March 30June 24, 2015 – 2014 — Merck Serono, the biopharmaceutical business division of Merck, and Intrexon Corporation (NYSE:XON)Mersana Therapeutics, Inc., Cambridge, Mass., U.S., announced today announced an exclusive strategic collaboration and license agreement to collaboratively develop next-generation antibody-drug conjugates (ADCs). ADCs are composed of an antibody linked to cytotoxic drugs, whereby the antibody part specifically targets and commercialize Chimeric Antigen Receptor T-cell (CAR-T) delivers the cytotoxic drug to cancer therapiescells which could lead to higher drug levels at the tumor site. Mersana and Merck Serono will leverage Mersana’s Fleximer® technology to generate ADCs for multiple undisclosed targets. Both parties have agreed to test a variety of ADCs by utilizing Mersana’s platform technologies, and several cytotoxic agents as conjugates. This collaboration advances agreement further underlines Merck Serono’s comprehensiveapproach to employ a collaborative research and development model, science-driven strategy creating strategic partnerships to develop innovative therapies that modulate drive innovation, being consciously agnostic of the immune system’s natural ability to fight tumorssource of potential novel assets, and technologies. “The This new collaboration with Intrexon underlies Merck Serono’s focus on innovation, provides an exciting opportunity to expand our oncology drug discovery and enhances its R&D technology development portfolio in immuno-oncologyinto the evolving ADC space,” says Xxxxx Xxxxxxsaid Xx. Xxxxxx Xxxxxxx, President and CEO head of the Translational Innovation Platform Oncology at Merck Serono. “Moreover, it showcases At Merck Serono’s , we have a long standing commitment to developing therapies that have improving oncology care, and we aim to deliver the potential best benefit possible to significantly evolve the way cancer is treatedpatients. Partnering with Mersana allows us to incorporate cutting edge research and technical excellence to enrich our pipeline.” CAR“We look forward to working with Merck Serono to apply our proprietary platform technologies to rapidly develop and demonstrate preclinical proof-T cells are genetically engineered Tof-cells with synthetic receptors that recognize a specific antigen expressed on tumor cellsconcept of several customized, novel Fleximer-ADC candidates,” said Xxxxxxx X. Xxxxxxxx, Ph.D., Mersana’s Chief Scientific Officer. When CARUnder the agreement, Merck Serono will provide monoclonal antibodies to Mersana who will generate the Fleximer-T cells bind to a target, an immunological attack against the cancer cells is triggeredADCs and conduct drug discovery and preclinical development activities. Utilizing Intrexon’s cell engineering techniques and RheoSwitch® platform, the collaboration aims to develop leading-edge products that empower the immune system in a regulated manner to overcome the current challenges of CAR-T therapy. Portions herein identified by [*****] Portions of this exhibit have been omitted redacted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amendedrequest. A complete copy An unredacted version of this document exhibit has been filed separately with the Securities and Exchange Commission. The agreement provides Merck Serono exclusive access to Intrexon’s proprietary and complementary suite of technologies to engineer T cells with optimized and inducible gene expression, as recently strengthened by a license agreement with the University of Texas MD Xxxxxxxx Cancer Center. Intrexon will be responsible for all platform and product developments until IND filing. Merck will nominate targets of interest for which CAR-T products will be developed. Merck will also lead the IND filing and pre-IND interactions, clinical development and commercializationcommercialization of any products under an exclusive license from Mersana. In addition, Intrexon has the opportunity addition to explore targets independently, granting Merck opt-in rights during clinical development. “Merck is an ideal partner in CAR-T for us because of their long-term perspective, extraordinary character, worldwide reach and commitment to leadership in immuno-oncology,” says Xxxxxx X. Xxxx, Chairman and CEO of Intrexon. “We look forward to working together to benefit patients through the creation of a leading franchise in this very promising field.” Under the terms of the agreement, Intrexon will receive an upfront payment of $115 million. For the first two targets of interest selected by Merck Seronopayment, Intrexon will receive research funding and Mersana is eligible to receive up to $826 million development, regulatory and commercial milestones, as well as tiered milestones plus royalties on product salesworldwide net sales of products. In addition, Intrexon is also eligible to receive further payments upon achievement of certain technology development milestonesFurther financial details are not being disclosed. About Intrexon Corporation Intrexon Corporation Fleximer Antibody-Drug Conjugate Technology Mersana’s next-generation Fleximer® antibody-drug conjugate (NYSE: XONADC) technology is a leader in synthetic biology focused based on collaborating with companies in Health, Food, Energy, Environment, and Consumer sectors to create biologically-based products that improve the quality of life and the health of the planet. Through the Company’s proprietary UltraVector® platform and integrated technology suitebiodegradable polymer system, Intrexon provides its partners with industrial -scale design and development of complex biological systems delivering unprecedented control, quality, functionknown as Fleximer, and performance a wide variety of living cellslinkers that allow for the attachment of an extensive range of anti-tumor payloads to Fleximer. We call our synthetic biology approach Better DNA®As an example, once loaded with drug(s), Fleximer is then attached through a stable linker that is different from the drug linker(s), to an antibody or antibody alternative to create a Fleximer-ADC. Mersana’s novel linker systems are designed to be stable in the blood stream and we invite you to discover more at xxx.xxx.xxxrelease the potent payloads once inside the targeted cancer cell. Mersana’s Fleximer-ADC technology provides several key advantages over currently available approaches, including: the ability to deliver diverse payloads; the opportunity to significantly increase drug loading per antibody; and the potential use with antibody fragments and alternative targeting moieties in addition to monoclonal antibodies. Mersana’s proprietary payload platforms include Dolaflexin™, an auristatin derivative; Vindeflexin™, a vindesine derivative; and Cytoflexin™, a tubulysin derivative. About Mersana Therapeutics Mersana Therapeutics engineers antibody drug conjugates (ADCs) that maximize the potential of new and established therapeutic classes. Mersana is developing, with select pharmaceutical partners, a portfolio of next-generation Fleximer® ADC) with superior properties not found with current ADC technologies. The company is also advancing its own pipeline of Fleximer-ADCs with best-in-class potential to address unmet needs and improve patient outcomes in multiple oncology indications. xxx.xxxxxxx.xxx About Merck Serono Merck Serono is the biopharmaceutical business division of Merck. With headquarters in Darmstadt, Germany, Merck Serono offers leading brands in 150 countries to help patients with cancer, multiple sclerosis, infertility, endocrine and metabolic disorders as well as cardiovascular diseases. In the United States and Canada, EMD Serono operates as a separately incorporated subsidiary of Merck Serono. Merck Serono discovers, develops, manufactures and markets prescription medicines of both chemical and biological origin in specialist indications. We have an enduring commitment to deliver novel therapies in our core focus areas of neurology, oncology, immuno-oncology and immunology. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. For more information, please visit xxx.xxxxxxxxxxx.xxx xxx.xxxxxxxxxxx.xxx. All Merck news releases Press Releases are distributed by e-mail at the same time they become available on the Merck websiteWebsite. Please go to xxx.xxxxxxxxxx.xxx/xxxxxxx xxx.xxxxxxxxxx.xxx/xxxxxxxxx to register online, change your selection or discontinue this service. Merck is a leading company for innovative, innovative and top-quality high-tech products in healthcare, life science the pharmaceutical and performance materialschemical sectors. The company has six businesses – With its four divisions Merck Serono, Consumer Health, Allergopharma, BiosimilarsPerformance Materials and Merck Millipore, Merck Millipore and Performance Materials – and generated sales total revenues of around 11.3 11.1 billion in 20142013. Around 39,000 38,000 Merck employees work for Merck in 66 countries to improve the quality of life for patients, to further the success of customers, customers and to help meet global challenges. Merck is the world’s oldest pharmaceutical and chemical company since 1668, the company has stood for innovation, business success and responsible entrepreneurship. Holding an approximately 70% 70 percent interest, the founding family remains the majority owner of the company to this day. Merck, Darmstadt, Germany holds is holding the global rights to the Merck name and brand. The only exceptions are Canada and the United States, where the company operates is known as EMD Serono, EMD Millipore and EMD Performance MaterialsEMD. [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. EXHIBIT 1.1.98 PERFORMANCE SPECIFICATIONS Parameter Analysis Methods [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Appears in 2 contracts

Samples: License Agreement (Mersana Therapeutics, Inc.), License Agreement (Mersana Therapeutics, Inc.)

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