On November 7, 2019 ENTEROME SA, a clinical-stage biopharmaceutical company leveraging its unique knowledge of the key functional and molecular interactions between the gut microbiome and the human body to develop targeted therapeutics, reported that has entered into a research collaboration with Memorial Sloan Kettering Cancer Center (MSK) in New York City to evaluate the potential of gut microbiome-derived antigens for development as cancer immunotherapies (Press release, Enterome, NOV 7, 2019, View Source [SID1234550610]).

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Enterome is pioneering an innovative approach to cancer immunotherapy based on the concept of "molecular mimicry", whereby microbiome-derived bacterial antigens that show molecular similarity with Tumor-associated Antigens (TAAs) and Tumor-specific Neoantigens (TSNAs) are used to trigger tumor-specific cytotoxic T cell immune responses. The Company refers to these bacterial antigens as "onco-mimics."

Enterome has developed its proprietary Onco-Mimics discovery platform to identify such antigens from the human gut microbiome and has advanced EO2401 as its first clinical candidate. EO2401 comprises several microbiome-derived antigens that mimic those that are selectively over-expressed by a number of solid tumors. The Company aims to develop EO2401 as a potential new immunotherapy for several indications, with an initial focus on recurrent glioblastoma multiforme (GBM), a devastating cancer for which no curative treatments exist. The first clinical trial is targeted to start by the end of 2019.

This new research collaboration aims to generate further evidence to support Enterome’s Onco-Mimics immunotherapy platform and will look at validating its application in several tumor types including melanoma, lung and pancreatic. Enterome will bring its ability to identify potential TAAs and TSNAs as well as to generate onco-mimics derived from the microbiome for the selected TAAs and TSNAs and will work with leading cancer experts within the Ludwig Center for Cancer Immunotherapy and the David M. Rubenstein Center for Pancreatic Cancer Research, both at MSK.

"We are excited to initiate this new collaboration with Memorial Sloan Kettering Cancer Center, which following the start of our collaboration with Dana-Farber Cancer Institute earlier this year, means we are now working closely with experts at two of the world’s leading cancer research centers to further the understanding of our immunotherapy approach and validate our unique Onco-Mimics discovery platform," said Christophe Bonny, CSO of Enterome. "We believe that this cutting-edge research will provide a solid scientific foundation that will enable us to further develop our pipeline of new immunotherapy candidates for multiple cancer indications."

Taha Merghoub PhD Biologist at MSK commented, "The microbiome concept presents an exciting new approach to the development of cancer immunotherapies and our understanding of how the microbiome works keeps improving with emerging data highlighting the important link between the microbiome and the effectiveness of immunotherapies."

On November 7, 2019 Arvinas, Inc. (Nasdaq: ARVN), a biotechnology company creating a new class of drugs based on targeted protein degradation, reported the pricing of an underwritten public offering of 4,545,455 shares of its common stock at a price of $22.00 per share, before underwriting discounts and commissions (Press release, Arvinas, NOV 7, 2019, View Source [SID1234550606]). In addition, Arvinas has granted the underwriters an option for a period of 30 days to purchase up to an additional 681,818 shares of common stock at the public offering price, less the underwriting discounts and commissions. All of the shares are being offered by Arvinas.

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Goldman Sachs & Co. LLC, Citigroup and Piper Jaffray & Co. are acting as joint book-running managers for the offering. The offering is expected to close on or about November 12, 2019, subject to customary closing conditions.

A shelf registration statement on Form S-3 (File No. 333-234035) relating to the shares of common stock offered in the public offering was filed with the Securities and Exchange Commission (the "SEC") and was declared effective on October 10, 2019. The offering is being made only by means of a prospectus supplement and accompanying prospectus that form a part of the registration statement. A final prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may also be obtained, when available, by contacting: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 866-471-2526, facsimile: 212-906-9316 or by emailing [email protected]; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 800-831-9146; or Piper Jaffray & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, by telephone at 800-747-3924 or by email at [email protected].

This press release does not constitute an offer to sell, or a solicitation of an offer to buy these securities, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

On November 7, 2019 Sierra Oncology, Inc. (Nasdaq: SRRA), a late-stage drug development company focused on the development and commercialization of momelotinib, a JAK1, JAK2 & ACVR1 inhibitor with a potentially differentiated therapeutic profile for the treatment of myelofibrosis, reported that it has agreed to amend its Asset Purchase Agreement with Gilead Sciences, Inc. for momelotinib upon Sierra closing a qualified financing (Press release, Sierra Oncology, NOV 7, 2019, View Source [SID1234550605]).

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"These are significant amendments that meaningfully enhance the potential long-term value of momelotinib for Sierra and its stockholders. The amendments also affirm Gilead’s support for the continued development of momelotinib with the goal of bringing meaningful benefit to patients with myelofibrosis," said Dr. Nick Glover, President and CEO of Sierra Oncology. "Following the closing by Sierra of a qualified financing, Gilead will become a stockholder in Sierra, the annual royalty rates payable to Gilead will be reduced, which will benefit the company and all its stockholders should momelotinib prove commercially successful, and we will also eliminate a milestone payment that would be due to Gilead in the coming months with the anticipated initiation of the MOMENTUM Phase 3 trial for momelotinib, further extending our financial resources."

"We are pleased to enter into this amended agreement with Sierra in order to support the company’s continued advancement of momelotinib. Gilead continues to believe in the potential of momelotinib, and we are pleased that Sierra will continue development of the compound in hopes that it will benefit patients in the future," said Andrew Dickinson, Chief Financial Officer of Gilead.

In consideration for amending the royalty rates and milestones in the Asset Purchase Agreement, following the automatic conversion of shares of preferred stock to be issued in connection with Sierra’s recently announced financing, Sierra and Gilead Sciences would enter into a Securities Purchase Agreement, pursuant to which Sierra would issue to Gilead Sciences shares of Sierra Common Stock and a warrant to purchase Sierra Common Stock. The number of shares of Common Stock to be issued would be equal to 7.5% of Sierra’s outstanding shares of Common Stock, after giving effect to certain adjustments related to the financing. The Warrant would be exercisable to purchase up to an additional 7.5% of Sierra’s outstanding shares of Common Stock. The Warrant would include a blocker provision, that may be waived by Gilead upon specified notice, that prevents Gilead from exercising the warrant for a number of shares that would result in Gilead owning more than 9.99% of Sierra’s issued and outstanding shares of Common Stock.

On November 7, 2019 Sierra Oncology, Inc. (Nasdaq: SRRA), a late-stage drug development company focused on the development and commercialization of momelotinib, a JAK1, JAK2 & ACVR1 inhibitor with a potentially differentiated therapeutic profile for the treatment of myelofibrosis, reported the pricing of an underwritten public offering of Series A convertible preferred stock, together with Series A warrants and Series B warrants, each to purchase shares of common stock, with expected gross proceeds to Sierra Oncology of $103 million (Press release, Sierra Oncology, NOV 7, 2019, View Source [SID1234550604]). The offering is expected to close on November 13, 2019, subject to customary closing conditions.

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The offering is comprised of 103,000 shares of Series A preferred stock, 312,090,000 Series A warrants to purchase up to an aggregate of 312,090,000 shares of common stock at an exercise price equal to $0.33 per underlying share of common stock, and 312,090,000 Series B warrants to purchase up to an aggregate of 102,989,700 shares of common stock at an exercise price equal to $0.33 per underlying share of common stock. Each share of Series A preferred stock is accompanied by (i) 3,030 Series A warrants to purchase an aggregate of 3,030 shares of common stock (which equates to 100% warrant coverage), and (ii) 3,030 Series B warrants to purchase an aggregate of 1,000 shares of common stock (which equates to 33% warrant coverage). Each share of Series A preferred stock, and the accompanying warrants was sold at a combined price to the public of $1,000.

Sierra Oncology intends to use the net proceeds from the public offering to fund MOMENTUM, its planned Phase 3 clinical trial of momelotinib, as well as for general corporate purposes.

Each share of Series A preferred stock will be initially convertible into that number of shares of common stock equal to the purchase price of the Series A preferred stock divided by the conversion price of the Series A preferred stock, which is initially equal to $0.33. Each share of Series A preferred stock will automatically convert to shares of common stock upon the fifth day of trading following the announcement of stockholder approval of the first reverse stock split following the offering, subject to certain beneficial ownership limitations. Each share of Series A preferred will be entitled to vote together with the common stock on an as-converted basis, subject to certain limitations, without regard to the beneficial ownership limitation, until such time that the shares of Series A preferred stock automatically convert to common stock. Following the automatic conversion described above, the Series A preferred stock will be non-voting.

Each Series A and Series B warrant will have an exercise price equal to $0.33 per underlying share of common stock, and will become exercisable following stockholder approval of an increase in authorized common stock sufficient to allow for the exercise of the warrants, subject to certain beneficial ownership limitations. The Series A warrants will expire five years from the date they first become exercisable and the Series B warrants will expire on the 75th day anniversary following the announcement of top-line date from Sierra Oncology’s planned Phase 3 clinical trial of momelotinib.

Shortly following the closing of the offering, Sierra Oncology expects to appoint four new directors who are affiliated with Vivo Capital, Longitude Capital, OrbiMed and Abingworth, each of which is an investor in this offering. Following such appointments, Sierra expects its board of directors will continue to consist of eight directors.

Jefferies is acting as the sole book-running manager for the offering. Oppenheimer & Co. is acting as lead manager for the offering.

The securities described above are being offered by Sierra Oncology pursuant to a registration statement on Form S-3 (File No. 333-225650) that was declared effective by the Securities and Exchange Commission ("SEC") on June 21, 2018. A prospectus supplement and an accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s web site at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, by contacting Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at (877) 821-7388, or by email at [email protected].

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

On November 7, 2019 Eli Lilly and Company (NYSE: LLY) reported the early tender results for its previously announced cash tender offer of its outstanding debt securities (Press release, Eli Lilly, NOV 7, 2019, View Source [SID1234550603]). Lilly also announced that it had increased the previously announced tender cap from $2,000,000,000 to $2,000,006,000 aggregate principal amount of its debt securities, subject to further increase in its sole discretion. Except as described in this press release, all other terms of the tender offer as described in the Offer to Purchase, dated October 24, 2019, and the related Letter of Transmittal remain unchanged.

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$3,479,144,000 in aggregate principal amount of the notes listed in the table below were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on November 6, 2019, the early tender date for the offer. The table below sets forth the aggregate principal amount of each series of notes subject to the tender offer that were validly tendered and not validly withdrawn on or prior to the early tender date.

(1) The maximum principal amount of 3.950% Notes due 2049 that will be purchased by Lilly is $200,000,000.

(2) The maximum principal amount of 4.150% Notes due 2059 that will be purchased by Lilly is $200,000,000.

(3) The maximum principal amount of 2.350% Notes due 2022 that will be purchased by Lilly is $250,000,000.

Subject to the conditions in the Offer to Purchase, Notes validly tendered and not validly withdrawn at or prior to the early tender date with Acceptance Priority Level 11 have been accepted for purchase using a proration factor of approximately 52.8%.

The settlement date for the notes accepted by Lilly in connection with the early tender date currently is expected to be on November 8, 2019.

Lilly expects to determine the pricing terms of the tender offer at 10:00 a.m., New York City time, on November 7, 2019. The tender offer is scheduled to expire at 11:59 p.m., New York City time, on November 21, 2019, unless extended or earlier terminated.

Holders of notes subject to the tender offer who validly tendered and did not validly withdraw their notes on or prior to the early tender date are eligible to receive the total consideration, which includes an early tender premium of $30 per $1,000 principal amount of notes tendered by such holders and accepted for purchase by Lilly. Accrued interest up to, but not including, the settlement date will be paid in cash on all validly tendered notes accepted and purchased by Lilly in the tender offer.

In accordance with the terms of the tender offer, the withdrawal date was 5:00 p.m., New York City time, on November 6, 2019. As a result, tendered notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.

The tender offer is being conducted upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 24, 2019, and the related Letter of Transmittal, as supplemented by this press release.

Lilly has retained Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC to serve as lead dealer managers for the tender offer and BNP Paribas Securities Corp. and J.P. Morgan Securities LLC to serve as co-dealer managers. Lilly has retained Global Bondholder Services Corporation to serve as tender agent and information agent for the tender offer.

Requests for documents relating to the tender offer may be directed to Global Bondholder Services Corporation by telephone at (866) 470-3900, by email at [email protected] or in writing at 65 Broadway, Suite 404, New York, NY 10006. Questions regarding the tender offer may be directed to Citigroup Global Markets Inc. at (212) 723-6106 or to Morgan Stanley & Co. LLC at (800) 624-1808.

This press release is for informational purposes only and is not a tender offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer will be deemed made on behalf of Lilly by the dealer managers, or one or more registered brokers or dealers under the laws of such jurisdiction. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any such securities will be offered only by means of a prospectus, including a prospectus supplement relating to such securities, meeting the requirements of Section 10 of the Securities Act of 1933, as amended.