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Takeda to Acquire GammaDelta Therapeutics to Accelerate Development of Allogeneic γδT Cell Therapies Addressing Solid Tumors

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Acquisition expands Takeda’s immuno-oncology and innate immune cell therapy portfolio with novel platforms leveraging γδT cells for the potential treatment of solid tumors and hematological malignancies

As result of successful "build-to-buy" collaboration, Takeda to exercise its right to acquire GammaDelta Therapeutics for a pre-negotiated upfront and future potential milestone payments, subject to certain adjustments

OSAKA, Japan, & LONDON, October 27, 2021--(BUSINESS WIRE)--Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) ("Takeda") today announced the exercise of its option to acquire GammaDelta Therapeutics Limited ("GammaDelta"), a company focused on exploiting the unique properties of gamma delta (γδ) T cells for immunotherapy. Through the acquisition, Takeda will obtain GammaDelta’s allogeneic variable delta 1 (Vδ1) gamma-delta (γδ) T cell therapy platforms, which includes both blood-derived and tissue-derived platforms, in addition to early-stage cell therapy programs.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20211027005677/en/

"We’re committed to developing cell therapies that will have an impact on large segments of patients by focusing on off-the-shelf, allogeneic cell therapies that are highly accessible and have the potential to address solid tumors. Collaborating with scientific innovators with unique technology platforms and deep domain expertise, such as the GammaDelta team, allows Takeda to identify and accelerate the most promising approaches that can be developed into products to impact the lives of cancer patients," said Christopher Arendt, Ph.D., Head of Oncology Cell Therapy and Therapeutic Area Unit of Takeda. "Gamma-delta T cell-based therapies represent a differentiated approach to target both solid tumors and hematological malignancies, and we are eager to integrate GammaDelta’s cell therapy platforms into our immuno-oncology R&D efforts."

Takeda exercised its option to acquire GammaDelta for a pre-negotiated upfront payment as well as potential development and regulatory milestones. The acquisition follows a multi-year collaboration between Takeda and GammaDelta Therapeutics formed in 2017 to develop GammaDelta’s novel γδ T cell therapy platforms, in which Takeda received an equity stake and an exclusive right to purchase GammaDelta. The deal is expected to be finalized in Q1 of Takeda’s fiscal year 2022. 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 acquisition option is the culmination of years of a fruitful collaborative partnership and recognizes GammaDelta Therapeutics’ promising progress in developing novel platform technologies to treat solid tumors and hematological malignancies," said Dr. Paolo Paoletti, CEO of GammaDelta. "Through our work together, we’ve made great strides in developing our proprietary γδ T cell therapy platforms, which have enabled the development of a pipeline of innovative cell therapies and allowed for the advancement of our first program into Phase 1 clinical development. This acquisition builds on the tremendous work of our talented team and provides the foundations to enable rapid development of a portfolio of innovative allogeneic cell therapies, focused on improving outcomes for patients with cancer."

Tim Haines, Chair and Managing Partner of Abingworth, the founding investor in GammaDelta, added: "We are delighted to have been involved in the creation of GammaDelta and to have worked closely with the leadership team and alongside an excellent partner in Takeda to progress this world-class UK academic science to the next stage of its development."

Takeda seeks to broaden the impact of immunotherapy in cancer treatment by focusing on mechanisms that leverage innate immunity. Innate immune responses serve as the body’s first defense mechanism against disease and involve the orchestration of a broad arsenal of mechanisms and cell types, including γδ T cells and natural killer (NK) cells, that may help to overcome cancer’s ability to evade immune recognition. GammaDelta’s cell therapy platforms include technologies designed to generate both blood- and tissue-derived allogeneic immunotherapies based on γδ T cells for the treatment of hematological malignancies and solid tumors. Both platforms have enabled the creation of a portfolio of selective non-engineered and genetically-engineered allogeneic cell therapies that are highly active preclinically against solid tumors and hematological malignancies.

Takeda’s Commitment to Oncology

Our core R&D mission is to deliver novel medicines to patients with cancer worldwide through our commitment to science, breakthrough innovation and passion for improving the lives of patients. Whether it’s with our hematology therapies, our robust pipeline, or solid tumor medicines, we aim to stay both innovative and competitive to bring patients the treatments they need. 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 GammaDelta Therapeutics

GammaDelta Therapeutics ("GammaDelta") is clinically-staged biotechnology company pioneering the discovery and development of allogeneic gamma delta T cell therapies for cancer. Committed to transforming the treatment of patients living with cancer, the Company is developing an ‘off-the-shelf’ therapy based on one of the body’s own immune cells, a subtype of the gamma delta (γδ) T-lymphocyte, known as the Vδ1+ T cell.

The Company has developed proprietary technologies to generate both blood-and tissue-derived allogeneic immunotherapies based on Vδ1 γδ T cells for the treatment of hematological malignancies and solid tumors. Both platforms have enabled the creation of non-engineered and genetically engineered allogeneic cell therapies, which demonstrate cellular activity and tumor cell killing capacity in pre-clinical models.

GammaDelta is advancing its novel, γδ T cell platforms and product candidates under an ongoing collaboration with Takeda Pharmaceutical Company Limited ("Takeda"). GammaDelta’s technologies are based on pioneering world-class research conducted by Professor Adrian Hayday and Dr Oliver Nussbaumer, at King’s College London and the Francis Crick Institute, and Professor Bruno Silva-Santos at the University of Lisbon. Early-stage research was facilitated in part by the support and the infrastructure of the National Institute for Health Research Guy’s and St Thomas’ Biomedical Research Centre. The formation of GammaDelta as a company was supported by Cancer Research UK Commercial Partnerships. GammaDelta’s technologies have attracted significant investment from Takeda and leading life sciences investor, Abingworth LLP.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211027005677/en/

Contacts

Takeda Media:
Japanese Media
Ritsuko Nomura
ritsuko.nomura@takeda.com
+81 (0) 466-32-4520

Media outside Japan
Chris Stamm
chris.stamm@takeda.com
+1 (617) 347-7726

GammaDelta:
Sarah Jeffery
Zyme Communications
sarah.jeffery@zymecommunications.com
+44 (0) 7771 730 919

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