Amgen To Acquire Privately Held Teneobio For $900 Million In Cash With Future Contingent Milestone Payments

Amgen (NASDAQ: AMGN) and Teneobio today announced an agreement under which Amgen will acquire Teneobio, a privately held, clinical stage biotechnology company developing a new class of biologics called Human Heavy-Chain Antibodies.  Under the terms of the agreement, Amgen will acquire all outstanding shares of Teneobio at closing in exchange for a $900 million upfront cash payment, as well as future contingent milestone payments to Teneobio equity holders potentially worth up to an additional $1.6 billion in cash.

The acquisition includes Teneobio's proprietary bispecific and multispecific antibody technologies, which will enable significant acceleration and efficiency in the discovery and development of new molecules that have the potential to treat a wide range of important diseases across Amgen's core therapeutic areas. These platforms complement Amgen's existing antibody capabilities with the addition of a heavy-chain only platform that allows a streamlined, sequence-based discovery approach for target binders, as well as Teneobio's novel T-cell engager platform, which expands on Amgen's existing leadership position in bispecific T-cell engagers by providing a differentiated, but complementary, approach to Amgen's current BiTE® platform.

"The acquisition of Teneobio will strengthen our ability to develop innovative medicines to treat patients with serious illnesses and to bring to market best-in-class products, particularly with respect to multispecific and bispecific medicines directed against targets in a wide range of diseases across our core therapeutic areas," said David M. Reese , M.D., executive vice president of Research and Development at Amgen.  "Teneobio's antibody platform complements our existing capabilities and could potentially give us a more diverse set of building blocks that can be developed into new multispecific therapeutics.  In addition, the availability of Teneobio's CD3 engager technology will allow us to broaden our capabilities in generating bispecifics, and with our own technology, enable customization of the T cell engaging domain of the molecules depending on the disease and target."

The acquisition will also add TNB-585, a Phase 1 bispecific T cell-engager for the treatment of metastatic castrate-resistant prostate cancer (mCRPC), and several preclinical oncology pipeline assets with the potential for near-term IND filings.  TNB-585 complements Amgen's existing prostate cancer portfolio, which includes acapatamab (formerly AMG 160) and AMG 509, both in Phase 1.  Each of these three investigational therapies uses a different approach to treat a highly prevalent disease for which new treatment options are very much needed.

"The Teneobio team is enthusiastic about joining forces with Amgen, a pioneer of biotherapeutics.  Amgen's R&D resources and its extensive clinical experience in immuno-oncology are ideally suited to applying and advancing Teneobio's differentiated technologies and multispecific antibodies to deliver transformative medicines," said Roland Buelow , Ph.D., chief executive officer of Teneobio.  "Over the last five years, Teneobio developed leading-edge expertise in efficiently engineering differentiated multispecific and bispecific therapeutics for numerous indications with potentially better safety, efficacy and pharmacokinetic profiles than the first generation of T-cell engagers.  Together, we share a focused commitment to rapidly discover, develop and deliver novel and meaningful disease-modifying multispecific antibodies to patients in need."

In June 2021 , AbbVie Inc. exercised its right to acquire TeneoOne, Inc. (a Teneobio affiliate), which includes TNB-383B, an anti-CD3/BCMA bispecific for the treatment of relapsed or refractory multiple myeloma.  Further details of this transaction, including conditions to closing, can be found here .  Prior to close of the Amgen acquisition, three Teneobio affiliates will be spun-off to Teneobio's existing equity holders: TeneoTwo, Inc. (anti-CD19/CD3), TeneoFour, Inc. (anti-CD38 enzyme inhibitor) and TeneoTen, Inc. (anti-HBV/CD3).

The acquisition is subject to customary closing conditions, including applicable regulatory approvals and is expected to close in the second half of 2021.  Goldman Sachs & Co. LLC acted as financial advisor to Amgen and Latham & Watkins LLP as its legal advisor. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP acted as legal advisor to TeneoBio.

About Amgen  
Amgen is committed to unlocking the potential of biology for patients suffering from serious illnesses by discovering, developing, manufacturing and delivering innovative human therapeutics. This approach begins by using tools like advanced human genetics to unravel the complexities of disease and understand the fundamentals of human biology.

Amgen focuses on areas of high unmet medical need and leverages its expertise to strive for solutions that improve health outcomes and dramatically improve people's lives. A biotechnology pioneer since 1980, Amgen has grown to be one of the world's leading independent biotechnology companies, has reached millions of patients around the world and is developing a pipeline of medicines with breakaway potential.

For more information, visit www.amgen.com and follow us on www.twitter.com/amgen .

About Teneobio  
Teneobio, Inc. is a clinical stage biotechnology company developing a new class of biologics, Human Heavy-Chain Antibodies (UniAb®), for the treatments of cancer, autoimmunity, and infectious diseases. Teneobio's discovery platform, TeneoSeek, comprises genetically engineered animals (UniRat® and OmniFlic®), next-generation sequencing, bioinformatics and high-throughput vector assembly technologies. TeneoSeek rapidly identifies large numbers of unique binding molecules specific for therapeutic targets of interest. Versatile antibody variable domains (UniDab®) derived from UniAb® can be assembled into multi-specific and multivalent therapeutic proteins, surpassing limitations of conventional antibody therapeutics. Teneobio's "plug-and-play" T-cell engaging platform includes a diverse set of anti-CD3 antibodies for therapeutics with optimal efficacy and reduced toxicity.

Amgen Forward-Looking Statements  
This news release contains forward-looking statements that are based on the current expectations and beliefs of Amgen. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including any statements on the outcome or benefits of acquisitions or collaborations with any other company, including the Teneobio acquisition, as well as regulatory or clinical results or practices, and other such estimates and results. Forward-looking statements involve significant risks and uncertainties, including those discussed below and more fully described in the Securities and Exchange Commission reports filed by Amgen, including its most recent annual report on Form 10-K and any subsequent periodic reports on Form 10-Q and current reports on Form 8-K. Unless otherwise noted, Amgen is providing this information as of the date of this news release and does not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.

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CONTACT: Amgen, Thousand Oaks
Megan Fox , 805-447-1423 (media)
Trish Rowland , 805-447-5631(media)
Arvind Sood , 805-447-1060 (investors)

CONTACT: Teneobio, Newark
Omid Vafa , Chief Business Officer
ovafa@teneobio.com

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