Sysmex and JCR Pharmaceuticals Establish a Joint Venture in the Field of Regenerative Medicine and Cell Therapy

On October 3, 2022 Sysmex Corporation (HQ: Kobe, Japan; Chairman and CEO: Hisashi Ietsugu) and JCR Pharmaceuticals Co., Ltd. (HQ: Ashiya, Hyogo Prefecture; Chairman and President: Shin Ashida) reported that they have established a joint venture (hereafter "the joint venture") for carrying out research and development, manufacture and sales of cell-based regenerative medicine products including hematopoietic stem cells and other stem cells (Press release, Sysmex, OCT 3, 2022, View Source [SID1234621616]).

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In recent years, the significant potential of regenerative medicine and cell therapy have been established in particular in areas that have traditionally been difficult to address with conventional chemically synthesized low molecular weight drugs1 or biopharmaceuticals,2 such as the restoration of tissues and functions lost as a result of aging, illness, autoimmune diseases, or cancer. In particular, research and development on the therapeutic application of stem cells including hematopoietic stem cells, mesenchymal stem cells, and iPS cells have generated significant attention.

Since its foundation, Sysmex has provided network solutions using IoT (Internet of Things) and automated testing flows to improve the safety of healthcare professionals and for the optimization of operational efficiency in clinical laboratories. In addition, while providing quality control testing for companies which develop regenerative medicine products, Sysmex has conducted research and development related to new pre-transplant compatibility testing examining the patient’s immune response against the organ or tissue to be transplanted.

Since its inception, JCR has been engaged in the research, development, manufacturing and sales of pharmaceutical products using regenerative medicine, genetic engineering, and gene therapy technologies to advance therapies in the rare disease field. This is exemplified in the field of regenerative medicine, by the approval of TEMCELL HS Inj.,3 the first allogeneic regenerative medicine in Japan (Non-proprietary name: Human (allogeneic) bone marrow-derived mesenchymal stem cells) in February 2016 for the treatment of acute graft-versus-host disease (acute GVHD),4 a serious complication that develops after hematopoietic stem cell transplantation. In recent years, JCR has further streamlined and integrated its expertise around the establishment of groundbreaking medicines for the advancement of highly innovative medicines that could not be developed without such groundbreaking technologies.

In the joint venture, the two companies aim to realize the social implementation of regenerative medicine and cell therapy by integrating Sysmex’s expertise in quality control testing technology and knowledge of workflows efficiency using robotics technology, including IoT, with JCR’s expertise in developing, manufacturing and marketing regenerative medicine products. AlliedCel Corporation, which is the corporate name of the joint venture following prior discussions regarding the alliance both companies, was established on October 3, 2022. The joint venture will advance programs of the potential for technology development and commercialization, including the project currently being promoted by both companies using hematopoietic stem cell proliferation technology.

The name AlliedCel stands for the joint venture’s aspiration to integrate knowledge and expertise from a broad set of collaborators and stakeholders including business partners, patients and their families, with the united goal of unleashing the power of cells in supporting patients in their need for life-changing therapies. Through the research and development of regenerative medicine products using diverse cells such as stem cells, AlliedCel aims to provide appropriate treatment options to patients and improve their prognosis.

TRITON3 Phase 3 Trial of Rubraca® (rucaparib) Achieves Primary Endpoint in Men with Metastatic Castration-Resistant Prostate Cancer with BRCA or ATM Mutations

On October 3, 2022 Clovis Oncology, Inc. (NASDAQ: CLVS) reported positive top-line data from the Phase 3, open-label, multicenter, randomized TRITON3 trial demonstrating that Rubraca monotherapy treatment achieved the primary endpoint of significantly improved radiographic progression-free survival (rPFS) by independent radiology review (IRR) compared with the control group, which consisted of physician’s choice of docetaxel, abiraterone acetate, or enzalutamide (Press release, Clovis Oncology, OCT 3, 2022, View Source [SID1234621615]). Benefit was observed in both primary efficacy analyses of patients with chemotherapy-naïve metastatic castration-resistant prostate cancer (mCRPC): first, those who had mutations in BRCA, as well as all patients randomized in the trial, inclusive of mutations in BRCA or ATM (the overall intent-to-treat population (ITT)). The safety profile of Rubraca observed in the TRITON3 study was consistent with Rubraca labelling.

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During the first quarter of 2023, the Company plans to submit a supplemental New Drug Application (sNDA) to the FDA for the BRCA subgroup of patients and intends to discuss with the FDA submitting for the broader ITT population.

"We believe that the positive results from TRITON3 further demonstrate the important role that Rubraca can play as a treatment option for men with metastatic castration-resistant prostate cancer associated with homologous recombination deficiency, and we look forward to submitting these data to the regulatory authorities in the US during Q1 2023. Not only does this provide a potential treatment option for eligible men with earlier stage disease, but it is the first and only PARP inhibitor that has demonstrated superior radiographic PFS compared to chemotherapy, which is today the standard of care for these patients," said Patrick J. Mahaffy, President and CEO of Clovis Oncology. "Most importantly, I would like to thank the patients, physicians, and our colleagues whose commitment to this trial made these results possible, which now offer the potential to make a difference in the lives of many men with advanced prostate cancer."

"Men with this type of metastatic prostate cancer want to get their genetically targeted therapy as early as possible, and this trial clearly shows the value of rucaparib as a treatment for these men," said Alan H. Bryce, MD, chair of the Division of Hematology and Medical Oncology at the Mayo Clinic and principal investigator of the TRITON3 trial. "A key point is that rucaparib can replace chemotherapy in this setting. The current standard of care for these men is chemotherapy with docetaxel, and rucaparib is the only PARP inhibitor which has beaten a docetaxel-containing control arm in a clinical trial."

"This trial demonstrates the potential for rucaparib to treat men with early-stage metastatic castration-resistant prostate cancer," said Karim Fizazi, MD, PhD, medical oncologist at Gustave Roussy, and a full professor in Oncology at the University of Paris-Saclay and principal investigator of the TRITON3 trial. "To my knowledge, this is the first time in two decades that a potential new treatment, rucaparib, has shown in a randomized controlled trial radiographic PFS efficacy over an investigator’s choice control arm that included docetaxel chemotherapy, a long-standing standard of care for men with metastatic castration-resistant prostate cancer, and this is excellent news for patients."

TRITON3 is a Phase 3, multicenter, open-label, randomized trial of Rubraca in patients with chemotherapy-naïve mCRPC. The study enrolled 405 patients with a mutation in BRCA or ATM who were randomized to Rubraca or the control group, which consisted of physician’s choice of docetaxel, abiraterone acetate, or enzalutamide. Approximately 55% of the patients in the control arm received docetaxel. The primary endpoint was rPFS by IRR, in patients with mutations in BRCA1, BRCA2or ATM. TRITON3 was designed as a Phase 3 trial to confirm and expand the efficacy data from TRITON2 in an earlier treatment setting against a relevant control arm.

Patients were required to have disease progression after treatment with one prior next-generation AR-targeted therapy (abiraterone acetate, enzalutamide, apalutamide or investigational agent), as well as a deleterious mutation in BRCA or ATM. Following a protocol amendment, patients were permitted to have received a qualifying AR-targeted therapy in either the hormone-sensitive or castration-resistant setting, and as a result, approximately 18% of patients in TRITON3 had received prior AR-targeted therapy in the metastatic hormone-sensitive setting only.

The primary efficacy analysis evaluated two prospectively defined molecular sub-groups in a step-down manner: 1) the BRCA subgroup, and 2) all patients randomized (ITT) in TRITON3, inclusive of those with BRCA or ATM mutations.

Following is a summary of the primary efficacy analyses of rPFS by independent radiologic review (IRR), the primary analysis of TRITON3.

Significant Improvement in rPFS in the BRCA Patient Population

The Rubraca arm (n=201) achieved statistical significance over the control arm (n=101) for the primary endpoint of rPFS with a hazard ratio of 0.50 (95% CI: 0.36-0.69). The median PFS for the population of patients with BRCA mutations treated with Rubraca was 11.2 months vs 6.4 months among those who received physician’s choice (p<0.0001).

Significant Improvement in rPFS in the ITT population, inclusive of those with BRCA or ATM mutations

Rubraca also showed statistical significance in all 405 patients randomized in TRITON3. The Rubraca arm (n=270) successfully achieved statistical significance over the control arm (n=135) for the primary endpoint of rPFS with a hazard ratio of 0.61 (95% CI: 0.47-0.80). The median PFS for all patients enrolled in TRITON3 and treated with Rubraca was 10.2 months vs 6.4 months among those who received physician’s choice (p=0.0003).

rPFS in Exploratory ATM Mutation Subgroup

In the exploratory subgroup of men with tumor ATM mutations (n=103), the hazard ratio for rPFS was 0.97 (95% CI: 0.59-1.52). Median rPFS in the Rubraca arm (n=69) was 8.1 months vs 6.8 months in the control arm (n=34) with a nominal p-value (p=0.8421).

Secondary Endpoint of Overall Survival Summary

The hazard ratio for the interim analysis of the secondary endpoint of overall survival (OS) in the BRCA subgroup and ITT population, which are not yet mature, favored Rubraca. The hazard ratio for OS in the exploratory subgroup of ATM, which is mature, favored the control arm. The 95% confidence intervals for these OS analyses included less than one for the exploratory endpoint ATM, signifying no statistical difference in outcomes between Rubraca and control.

Summary of TRITON3 Safety

The safety profile of Rubraca observed in TRITON3 was consistent with Rubraca labelling.The most common (≥5%) treatment-emergent grade 3 or higher adverse events (TEAEs) among all patients treated with Rubraca in the TRITON3 study were anemia/decreased hemoglobin (23.7%), neutropenia/decreased neutrophil count (7.4%), asthenia/fatigue (7.0%), thrombocytopenia/decreased platelet count (5.9%) and increased ALT/AST (5.2%). The discontinuation rate for TEAEs was 14.8% for Rubraca-treated patients and 21.5% for the control arm.

Clovis Oncology will submit an expanded description of the TRITON3 results for presentation in a scientific session at the Prostate Cancer Foundation Annual Scientific Retreat later this month and plans to submit additional data to a medical meeting in early 2023.

Rubraca is not currently approved in the chemotherapy-naïve mCRPC setting.

About the TRITON3 Clinical Trial

TRITON3 (NCT02975934) is a Phase 3, multicenter, open-label, randomized trial of Rubraca in patients with chemotherapy-naïve mCRPC. Patients with a mutation in BRCA or ATM were randomized to Rubraca or the control group, which consisted of physician’s choice of docetaxel, abiraterone acetate, or enzalutamide. The primary objective was efficacy, as analysed by independent radiology review (IRR) of radiographic progression-free survival (rPFS) in patients with mutations in BRCA1, BRCA2 or ATM. TRITON3 was designed as a Phase 3 trial to confirm and expand the efficacy data from TRITON2 in an earlier treatment setting against a relevant control arm.

About Prostate Cancer

The American Cancer Society estimates that approximately 268,000 men in the US will be diagnosed with prostate cancer in 2022, and the GLOBOCAN Cancer Fact Sheets estimated that approximately 473,000 men in Europe were diagnosed with prostate cancer in 2020. Castrate-resistant prostate cancer has a high likelihood of developing metastases. Metastatic castrate-resistant prostate cancer (mCRPC) is an incurable disease, usually associated with poor prognosis.i Approximately 43,000 men in the US were expected to be diagnosed with mCRPC in 2020.ii According to the National Cancer Institute, the five-year survival rate for mCRPC is approximately 30%. BRCA or ATM mutations have been detected in approximately 19% of patients with mCRPC according to articles published in JCO Precision Oncology in 2017 and in Clinical Cancer Research in 2021. These molecular markers may be used to select patients for treatment with a PARP inhibitor.iii

About Rubraca (rucaparib)

Rubraca is an oral, small molecule inhibitor of PARP1, PARP2 and PARP3 being developed in multiple tumor types, including ovarian and metastatic castration-resistant prostate cancers, as monotherapy, and in combination with other anti-cancer agents. Exploratory studies in other tumor types are also underway.

Rubraca is an unlicensed medical product outside of the US and Europe.

Rubraca US FDA Approved Indications

Ovarian Cancer

Rubraca is indicated for the maintenance treatment of adult women with recurrent epithelial ovarian, fallopian tube, or primary peritoneal cancer who are in a complete or partial response to platinum-based chemotherapy.

Prostate Cancer

Rubraca is indicated for the treatment of adult patients with a deleterious BRCA mutation (germline and/or somatic)-associated metastatic castration-resistant prostate cancer (mCRPC) who have been treated with androgen receptor-directed therapy and a taxane-based chemotherapy. This indication is approved under accelerated approval based on objective response rate and duration of response. Continued approval for this indication may be contingent upon verification and description of clinical benefit in confirmatory trials.

Select Important Safety Information

Myelodysplastic Syndrome (MDS)/Acute Myeloid Leukemia (AML) have occurred in patients treated with Rubraca and are potentially fatal adverse reactions. In 1146 treated patients, MDS/AML occurred in 20 patients (1.7%), including those in long term follow-up. Of these, 8 occurred during treatment or during the 28-day safety follow-up (0.7%). The duration of Rubraca treatment prior to the diagnosis of MDS/AML ranged from 1 month to approximately 53 months. The cases were typical of secondary MDS/cancer therapy-related AML; in all cases, patients had received previous platinum-containing regimens and/or other DNA damaging agents. In TRITON2, MDS/AML was not observed in patients with mCRPC (n=209) regardless of homologous recombination deficiency (HRD) mutation.

Do not start Rubraca until patients have recovered from hematological toxicity caused by previous chemotherapy (≤ Grade 1). Monitor complete blood counts for cytopenia at baseline and monthly thereafter for clinically significant changes during treatment. For prolonged hematological toxicities (> 4 weeks), interrupt Rubraca or reduce dose and monitor blood counts weekly until recovery. If the levels have not recovered to Grade 1 or less after 4 weeks or if MDS/AML is suspected, refer the patient to a hematologist for further investigations, including bone marrow analysis and blood sample for cytogenetics. If MDS/AML is confirmed, discontinue Rubraca.

Based on its mechanism of action and findings from animal studies, Rubraca can cause fetal harm when administered to a pregnant woman. Apprise pregnant women of the potential risk to a fetus. Advise females of reproductive potential to use effective contraception during treatment and for 6 months following the last dose of Rubraca. For males on Rubraca treatment who have female partners of reproductive potential or who are pregnant, effective contraception should be used during treatment and for 3 months following the last dose of Rubraca.

Most common adverse reactions in ARIEL3 (≥ 20%; Grade 1-4) were nausea (76%), fatigue/asthenia (73%), abdominal pain/distention (46%), rash (43%), dysgeusia (40%), anemia (39%), AST/ALT elevation (38%), constipation (37%), vomiting (37%), diarrhea (32%), thrombocytopenia (29%), nasopharyngitis/upper respiratory tract infection (29%), stomatitis (28%), decreased appetite (23%), and neutropenia (20%).

Most common adverse reactions in TRITON2 (≥ 20%; Grade 1-4) were fatigue/asthenia (62%), nausea (52%), anemia (43%), AST/ALT elevation (33%), decreased appetite (28%), rash (27%), constipation (27%), thrombocytopenia (25%), vomiting (22%), and diarrhea (20%).

Co-administration of rucaparib can increase the systemic exposure of CYP1A2, CYP3A, CYP2C9, or CYP2C19 substrates, which may increase the risk of toxicities of these drugs. Adjust dosage of CYP1A2, CYP3A, CYP2C9, or CYP2C19 substrates, if clinically indicated. If co-administration with warfarin (a CYP2C9 substrate) cannot be avoided, consider increasing frequency of international normalized ratio (INR) monitoring.

Because of the potential for serious adverse reactions in breast-fed children from Rubraca, advise lactating women not to breastfeed during treatment with Rubraca and for 2 weeks after the last dose.

Ascendis Pharma Announces Recommended Phase 2 Dose and Cohort Expansion for transcendIT-101, a Phase 1/2 Clinical Trial of TransCon™ TLR7/8 Agonist in Solid Tumors

On October 3, 2022 Ascendis Pharma A/S (Nasdaq: ASND) reported completion of the dose-escalation portion and recommendation of the Phase 2 dose in transcendIT-101, a Phase 1/2 clinical trial to evaluate the safety and efficacy of TransCon TLR7/8 Agonist in locally advanced or metastatic solid tumors, alone or in combination with pembrolizumab (Press release, Ascendis Pharma, OCT 3, 2022, View Source [SID1234621613]). TransCon TLR7/8 Agonist is a novel investigational product candidate designed for sustained, localized release of resiquimod (a potent immune-response modifier with clinically demonstrated anti-tumor activity) with low systemic exposure. The abstract for the dose-escalation topline data was accepted for an oral presentation at SITC (Free SITC Whitepaper) 2022, the annual meeting of the Society for Immunotherapy of Cancer (SITC) (Free SITC Whitepaper) being held November 8-12 in Boston.

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All patients in the dose escalation portion of the trial had advanced or metastatic solid-tumors and had progressed on prior treatments. In the next phase of the trial, the recommended Phase 2 dose of TransCon TLR7/8 Agonist will be evaluated in four cohorts focused on cancers where increased Toll-like receptor (TLR) activity has potential to improve adaptive immune activation and host defense against cancers. The cohorts include head and neck squamous-cell carcinoma (HNSCC); other HPV-associated cancers; melanoma; and cutaneous squamous cell carcinoma (cSCC). In this portion of the study, all participants will be treated every three weeks with intratumoral TransCon TLR7/8 Agonist in combination with intravenous pembrolizumab. Limits on prior lines of therapy vary by cohort.

"Our vision in oncology is to leverage TransCon technologies to turn the body’s immune system into a more potent anti-cancer therapeutic. In this first-in-human oncology trial, we are especially pleased to see TransCon hydrogel technology working as designed to achieve sustained intratumoral release of resiquimod over weeks while limiting systemic exposure," said Stina Singel, Senior Vice President, Head of Clinical Development, Oncology at Ascendis Pharma. "With a favorable safety profile and early signs of clinical activity observed, we are especially excited to be presenting topline dose-escalation data, including pharmacokinetic and biomarker data from injected and non-injected tumors, at the upcoming SITC (Free SITC Whitepaper) meeting. We are thankful to have the continued trust and engagement of patients and physicians working to transform the future of cancer care."

Later this year, Ascendis will initiate a clinical investigation of TransCon TLR7/8 Agonist intratumoral treatment in combination with TransCon IL-2 β/γ, the company’s product candidate designed for systemic activation of tumor-antigen specific cytotoxic cells.

About TransCon TLR7/8 Agonist
Immunotherapies can stimulate, intensify, and sustain the immune system’s natural ability to recognize and eliminate cancer cells, yet many patients do not respond to immunotherapies currently on the market, most of which are designed for intravenous administration and many of which have unfavorable toxicity profiles at therapeutically effective doses. TransCon TLR7/8 Agonist is an investigational long-acting prodrug of resiquimod, a small molecule agonist of Toll-like receptors (TLRs) 7 and 8 designed to provide sustained activation of intratumoral antigen-presenting cells driving tumor antigen presentation and induction of immune-stimulatory cytokines for weeks with a single intratumoral injection. TransCon TLR7/8 Agonist leverages the unique ability of Ascendis Pharma’s TransCon hydrogel technology to achieve sustained, localized release of resiquimod (a potent immune-response modifier with clinically demonstrated anti-tumor activity) in the injected tumor over weeks, where it is designed to steadily activate and intensify the body’s innate and adaptive immune responses to eradicate cancer cells in both injected and distal tumors, while maintaining low systemic drug exposure.

Ascendis Pharma Announces Recommended Phase 2 Dose and Cohort Expansion for transcendIT-101, a Phase 1/2 Clinical Trial of TransCon™ TLR7/8 Agonist in Solid Tumors

On October 3, 2022 Ascendis Pharma A/S (Nasdaq: ASND) reported completion of the dose-escalation portion and recommendation of the Phase 2 dose in transcendIT-101, a Phase 1/2 clinical trial to evaluate the safety and efficacy of TransCon TLR7/8 Agonist in locally advanced or metastatic solid tumors, alone or in combination with pembrolizumab (Press release, Ascendis Pharma, OCT 3, 2022, View Source [SID1234621613]). TransCon TLR7/8 Agonist is a novel investigational product candidate designed for sustained, localized release of resiquimod (a potent immune-response modifier with clinically demonstrated anti-tumor activity) with low systemic exposure. The abstract for the dose-escalation topline data was accepted for an oral presentation at SITC (Free SITC Whitepaper) 2022, the annual meeting of the Society for Immunotherapy of Cancer (SITC) (Free SITC Whitepaper) being held November 8-12 in Boston.

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All patients in the dose escalation portion of the trial had advanced or metastatic solid-tumors and had progressed on prior treatments. In the next phase of the trial, the recommended Phase 2 dose of TransCon TLR7/8 Agonist will be evaluated in four cohorts focused on cancers where increased Toll-like receptor (TLR) activity has potential to improve adaptive immune activation and host defense against cancers. The cohorts include head and neck squamous-cell carcinoma (HNSCC); other HPV-associated cancers; melanoma; and cutaneous squamous cell carcinoma (cSCC). In this portion of the study, all participants will be treated every three weeks with intratumoral TransCon TLR7/8 Agonist in combination with intravenous pembrolizumab. Limits on prior lines of therapy vary by cohort.

"Our vision in oncology is to leverage TransCon technologies to turn the body’s immune system into a more potent anti-cancer therapeutic. In this first-in-human oncology trial, we are especially pleased to see TransCon hydrogel technology working as designed to achieve sustained intratumoral release of resiquimod over weeks while limiting systemic exposure," said Stina Singel, Senior Vice President, Head of Clinical Development, Oncology at Ascendis Pharma. "With a favorable safety profile and early signs of clinical activity observed, we are especially excited to be presenting topline dose-escalation data, including pharmacokinetic and biomarker data from injected and non-injected tumors, at the upcoming SITC (Free SITC Whitepaper) meeting. We are thankful to have the continued trust and engagement of patients and physicians working to transform the future of cancer care."

Later this year, Ascendis will initiate a clinical investigation of TransCon TLR7/8 Agonist intratumoral treatment in combination with TransCon IL-2 β/γ, the company’s product candidate designed for systemic activation of tumor-antigen specific cytotoxic cells.

About TransCon TLR7/8 Agonist
Immunotherapies can stimulate, intensify, and sustain the immune system’s natural ability to recognize and eliminate cancer cells, yet many patients do not respond to immunotherapies currently on the market, most of which are designed for intravenous administration and many of which have unfavorable toxicity profiles at therapeutically effective doses. TransCon TLR7/8 Agonist is an investigational long-acting prodrug of resiquimod, a small molecule agonist of Toll-like receptors (TLRs) 7 and 8 designed to provide sustained activation of intratumoral antigen-presenting cells driving tumor antigen presentation and induction of immune-stimulatory cytokines for weeks with a single intratumoral injection. TransCon TLR7/8 Agonist leverages the unique ability of Ascendis Pharma’s TransCon hydrogel technology to achieve sustained, localized release of resiquimod (a potent immune-response modifier with clinically demonstrated anti-tumor activity) in the injected tumor over weeks, where it is designed to steadily activate and intensify the body’s innate and adaptive immune responses to eradicate cancer cells in both injected and distal tumors, while maintaining low systemic drug exposure.

Myovant Sciences Special Committee of Board Confirms Receipt of Preliminary, Non-binding Proposal from Sumitovant Biopharma and Sumitomo Pharma to Acquire Remaining Shares

On October 2, 2022 Myovant Sciences Ltd. (NYSE: MYOV) (the "Company") reported that it has received a preliminary, non-binding proposal (the "Proposal") from Sumitovant Biopharma Ltd. ("Sumitovant") and Sumitomo Pharma Co., Ltd. (collectively with Sumitovant, "Sumitomo") to acquire the remaining shares of the Company that Sumitovant does not currently hold, for a price of $22.75 per share in cash. Sumitovant currently holds approximately 52% of the outstanding shares of the Company (Press release, Myovant Sciences, OCT 2, 2022, https://investors.myovant.com/news-releases/news-release-details/myovant-sciences-special-committee-board-confirms-receipt [SID1234621597]).

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The Company’s board of directors has formed a special committee of independent directors comprised of the members of the Audit Committee of the Company (the "Special Committee") to evaluate and consider the Proposal and any alternatives thereto, with the assistance of its financial and legal advisors. The Special Committee, in consultation with its financial and legal advisors, has carefully reviewed the Proposal and determined that it significantly undervalues the Company and, therefore, is not in the best interests of the Company or its minority shareholders. The Special Committee remains open to considering any improved proposal that reflects the full and fair value of the Company and is otherwise in the best interests of the Company and its shareholders, and is prepared to engage further with Sumitomo regarding any such proposal.

There can be no assurance as to whether an agreement relating to any proposed transaction will be reached or as to the terms thereof if an agreement is reached. The Company does not intend to comment further or disclose any developments regarding the Special Committee’s consideration of the Proposal unless and until it deems further disclosure is appropriate or required. The Company’s shareholders do not need to take any action at this time.

The Special Committee has retained Goldman Sachs & Co. LLC as its financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP as its legal advisor to assist with its review of the Proposal and any alternatives thereto.