Neogene Therapeutics, Inc., a global clinical-stage biotechnology company pioneering the discovery, development and manufacturing of next-generation T-cell receptor therapies (TCR-Ts), has entered into a definitive agreement to be acquired by Astrazeneca.\n\n\n\nAstraZeneca will acquire all outstanding equity of Neogene Therapeutics for a total consideration of up to $320 million, on a cash and debt free basis. This will include an initial payment of $200 million on deal closing, and a further up to $120 million in both contingent, milestones-based and non-contingent consideration.\n\n\n\nTCR-Ts are emerging as a promising therapeutic modality in cancer treatment. Most current cell therapy approaches in oncology focus on modifying the immune system’s T cells to recognize proteins expressed on the surface of cancer cells. In contrast, TCR-Ts can recognize intracellular targets, including cancer-specific mutations, potentially unlocking targets previously inaccessible using cell therapies.\n\n\n\nPioneering science\n\n\n\nCarsten Linnemann, chief executive officer, Neogene, said: “We are excited to work together with AstraZeneca towards our shared mission of transforming the treatment options for patients with solid tumors using next-generation T-cell receptor therapies. Our expertise, clinical portfolio, and platform technologies in this area combined with AstraZeneca’s leadership in oncology and global footprint means we are well-positioned to translate pioneering science into novel treatments for hard-to-treat cancers.”\n\n\n\nSusan Galbraith, executive vice president, oncology R&D, AstraZeneca, said: “This acquisition represents a unique opportunity to bring innovative science and leading experts in T-cell receptor biology and cell therapy manufacturing together with our internal oncology cell therapy team, unlocking new ways to target cancer. \n\n\n\n“Neogene’s leading TCR discovery capabilities and extensive manufacturing experience complement the cell therapy capability we have built over the last three years and allow us to accelerate the development of potentially curative cell therapies for the benefit of patients.”\n\n\n\nNeogene Therapeutics growth\n\n\n\n“I am thrilled to see the progress we have already made in developing transformative, next-generation TCR-Ts. In only four years, Neogene has grown from a scientific concept into a rapidly growing clinical-stage company offering a full suite of technologies to enable TCR therapies for cancer patients,” said Franz B. Humer, executive chairman of the Neogene board of directors. \n\n\n\n“This acquisition will further support our team in both Amsterdam and Santa Monica in their mission to develop and expand our pipeline of TCR therapies. It is an important step forward for Neogene and the cell therapy community as we bring together the brightest minds, expertise and capabilities aiming to help propel the science forward quickly and revolutionize patient outcomes in solid cancer treatment.”\n\n\n\nAstraZeneca is building a cell therapy portfolio that aims to empower and equip the immune system’s T-cells, to more effectively fight cancer. Their research teams are exploring new ways to target and arm CAR-Ts to increase their effectiveness in solid tumors and working to engineer off-the-shelf patient-ready therapies already developed from the cells of healthy donors.\n\n\n\nThe transaction is expected to close in the first quarter of 2023, subject to customary closing conditions and regulatory clearances. Upon completion of the transaction, Neogene will operate as a wholly owned subsidiary, with operations in Amsterdam, The Netherlands, and Santa Monica, Calif., U.S.