Takeda to Acquire Maverick Therapeutics to Advance T-Cell Engager Therapies for Solid Tumors and Expand Novel Immuno-Oncology Portfolio

• Acquisition expands Takeda�s immuno-oncology portfolio with two development candidates and Maverick’s conditionally active bispecific T-cell engagers COBRA™ platform, specifically designed to target solid tumors
• Maverick’s lead candidate TAK-186 (formerly MVC-101), a conditionally active T-cell engager, is first in its class to enter the clinic with recent Phase 1/2 study initiation
• Multi-year, “build to buy” collaboration culminates in Takeda’s exercise of its right to acquire Maverick for up to $525 million in upfront and potential milestone payments subject to certain adjustments

OSAKA, Japan & BRISBANE, Calif.–(BUSINESS WIRE)–Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) (“Takeda”) today announced the exercise of its option to acquire Maverick Therapeutics, Inc. a private biopharmaceutical company pioneering conditionally active bispecific T-cell targeted immunotherapies. Under the agreement, Takeda will obtain Maverick’s T-cell engager COBRA™ platform and a broad development portfolio, including Maverick’s lead development candidate TAK-186 (MVC-101) currently in a Phase 1/2 study for the treatment of EGFR-expressing solid tumors, and TAK-280 (MVC-280), which is anticipated to enter the clinic in the second half of Takeda’s fiscal year 2021 for the treatment of patients with B7H3-expressing solid tumors. After closing of the transaction, Maverick employees, including its team of talented scientists, will join Takeda’s Research & Development organization.

“Collaboration is paramount to our R&D strategy and our pursuit of novel approaches to treat cancer,” said Chris Arendt, Ph.D., head of the Oncology Therapeutic Area Unit of Takeda. “By supporting pioneers like Maverick working in emerging areas of science, we can share expertise, resources and risk to bring transformational new therapies to patients faster. Maverick’s cutting-edge COBRA platform is an exciting addition to our oncology portfolio that provides a novel conditional bioengineering approach to advance redirected immunotherapies against solid tumors.”

Maverick’s COBRA platform is designed to safely target a broad range of solid tumors with highly specific and potent activity while limiting toxicities in normal tissues. Unlike standard T-cell engaging immunotherapies that are systemically active when administered, COBRA-engineered, protein-based therapies are engineered to exploit the tumor microenvironment, triggering T-cell-mediated killing only at the site of the tumor while sparing damage to patients’ healthy tissues. The COBRA platform complements Takeda’s approach to redirecting immune cells to target cancer with the potential to unlock efficacy in solid tumors.

The acquisition follows a multi-year collaboration between Takeda and Maverick signed in 2017 to develop conditionally active T-cell engager therapies, in which Takeda received an equity stake and an exclusive right to purchase Maverick after five years. Based on the success of the lead programs and the promise of the COBRA platform, Takeda exercised its option to acquire Maverick for a pre-negotiated upfront payment as well as potential development and regulatory milestones totaling up to $525 million, subject to certain adjustments, including for Takeda’s current equity stake and Maverick debt. The deal is expected to be finalized in Q1 of Takeda’s fiscal year 2021. Closing of the transaction is contingent on completion of review under antitrust laws, including the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 in the U.S.

“Takeda’s exercise of their purchase option is a tribute to the Maverick team’s singular focus on improving outcomes for patients with solid tumor cancers,” said James Scibetta, CEO of Maverick Therapeutics. “Through the acquisition, patients will benefit from the expansion of resources and experience Takeda brings to accelerate development of our COBRA-derived therapies. Takeda has been an excellent partner since Maverick’s inception, venerating our independence through a period marked by rapid innovation, providing actionable consultation, and providing direct cell line development and manufacturing support through the COVID-19 pandemic to keep us on our aggressive schedule.”

Takeda’s Commitment to Oncology

At Takeda Oncology, we aspire to cure cancer, with inspiration from patients and innovation from everywhere. We ensure a tight connection from research to development to commercialization to rapidly meet the needs of the cancer community, optimizing our ability to bring transformative medicines to patients. Our demonstrated leadership in the treatment of hematologic cancers and solid tumors combined with cutting-edge science through multiple platforms, partnerships and therapeutic approaches, enable us to bring novel medicines to patients worldwide. For more information, visit www.takedaoncology.com.

About Takeda Pharmaceutical Company Limited

Takeda Pharmaceutical Company Limited (TSE: 4502/NYSE: TAK) is a global, values-based, R&D-driven biopharmaceutical leader headquartered in Japan, committed to discover and deliver life-transforming treatments, guided by our commitment to patients, our people and the planet. Takeda focuses its R&D efforts on four therapeutic areas: Oncology, Rare Genetic and Hematology, Neuroscience, and Gastroenterology (GI). We also make targeted R&D investments in Plasma-Derived Therapies and Vaccines. We are focusing on developing highly innovative medicines that contribute to making a difference in people’s lives by advancing the frontier of new treatment options and leveraging our enhanced collaborative R&D engine and capabilities to create a robust, modality-diverse pipeline. Our employees are committed to improving quality of life for patients and to working with our partners in healthcare in approximately 80 countries. For more information, visit https://www.takeda.com.

Important Notice

For the purposes of this notice, “press release” means this document, any oral presentation, any question and answer session and any written or oral material discussed or distributed by Takeda Pharmaceutical Company Limited (“Takeda”) regarding this release. This press release (including any oral briefing and any question-and-answer in connection with it) is not intended to, and does not constitute, represent or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction. No shares or other securities are being offered to the public by means of this press release. No offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom. This press release is being given (together with any further information which may be provided to the recipient) on the condition that it is for use by the recipient for information purposes only (and not for the evaluation of any investment, acquisition, disposal or any other transaction). Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

The companies in which Takeda directly and indirectly owns investments are separate entities. In this press release, “Takeda” is sometimes used for convenience where references are made to Takeda and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to subsidiaries in general or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies.

Takeda Forward-Looking Statements

This press release and any materials distributed in connection with this press release may contain forward-looking statements, beliefs or opinions regarding Takeda’s future business, future position and results of operations, including estimates, forecasts, targets and plans for Takeda. Without limitation, forward-looking statements often include words such as “targets”, “plans”, “believes”, “hopes”, “continues”, “expects”, “aims”, “intends”, “ensures”, “will”, “may”, “should”, “would”, “could” “anticipates”, “estimates”, “projects” or similar expressions or the negative thereof. These forward-looking statements are based on assumptions about many important factors, including the following, which could cause actual results to differ materially from those expressed or implied by the forward-looking statements: the economic circumstances surrounding Takeda’s global business, including general economic conditions in Japan and the United States; competitive pressures and developments; changes to applicable laws and regulations, including global health care reforms; challenges inherent in new product development, including uncertainty of clinical success and decisions of regulatory authorities and the timing thereof; uncertainty of commercial success for new and existing products; manufacturing difficulties or delays; fluctuations in interest and currency exchange rates; claims or concerns regarding the safety or efficacy of marketed products or product candidates; the impact of health crises, like the novel coronavirus pandemic, on Takeda and its customers and suppliers, including foreign governments in countries in which Takeda operates, or on other facets of its business; the timing and impact of post-merger integration efforts with acquired companies; the ability to divest assets that are not core to Takeda’s operations and the timing of any such divestment(s); and other factors identified in Takeda’s most recent Annual Report on Form 20-F and Takeda’s other reports filed with the U.S. Securities and Exchange Commission, available on Takeda’s website at: https://www.takeda.com/investors/reports/sec-filings/ or at www.sec.gov. Takeda does not undertake to update any of the forward-looking statements contained in this press release or any other forward-looking statements it may make, except as required by law or stock exchange rule. Past performance is not an indicator of future results and the results or statements of Takeda in this press release may not be indicative of, and are not an estimate, forecast, guarantee or projection of Takeda’s future results.

About Maverick Therapeutics

Maverick Therapeutics is establishing itself as the leader in the race to apply T cell therapy to solid tumor cancers by focusing deep integrated expertise in drug development to design and deliver a pioneering immunotherapy platform. Maverick’s highly innovative COBRA™ therapeutic platform is the most mature, conditionally active bispecific T cell engaging platform designed to eliminate solid tumors. With COBRA, T cell activation and resulting cell killing only take place where it is needed – in tumors. This unique design delivers the long sought trifecta in cancer care; high specificity, high potency and reduced toxicity. Founded in 2016, Maverick is led by a team of leading experts in protein engineering and T cell therapeutic research and development. Prior to acquisition, Maverick was funded by Takeda, MPM BioVentures 2014 and MPM Capital’s UBS Oncology Impact Fund. For further information, please visit www.mavericktx.com.

Contacts

Takeda Media Contacts:
Japanese Media

Kazumi Kobayashi

kazumi.kobayashi@takeda.com
+81 (0) 3-3278-2095

Media outside Japan

Chris Stamm

chris.stamm@takeda.com
+1 (617) 347-7726

Maverick Contacts:
Investor Inquiries

Kristen Hawley

khawley@mavericktx.com
+1 (650) 443-7549

Media Inquiries

Peg Rusconi

prusconi@vergescientific.com
+1 (617) 910-6217