GlobeNewswire Inc | Jan 11, 2021 02:30AM EST

January 11, 2021

Sanofi to acquire Kymab, adding KY1005 to its pipeline, a human monoclonal antibody targeting key immune system regulator OX40L

*Continues to build on Sanofis leading presence in immunology aligned with strategy to pursue best-in-class treatments in defined areas

PARIS and CAMBRIDGE, UK January 11, 2021 Sanofi and Kymab, a clinical-stage biopharmaceutical company developing fully human monoclonal antibodies with a focus on immune-mediated diseases and immuno-oncology therapeutics, have entered into an agreement under which Sanofi will acquire Kymab for an upfront payment of approximately $1.1 billion and up to $350 million upon achievement of certain milestones.

The transaction will result in Sanofi having full global rights to KY1005, a fully human monoclonal antibody that has a novel mechanism of action. KY1005 binds to OX40-Ligand and has the potential to treat a wide variety of immune-mediated diseases and inflammatory disorders.

The Kymab acquisition adds KY1005 to our dynamic pipeline, a potential first-in-class treatment for a range of immune and inflammatory diseases. The novel mechanism of action may provide treatment for patients with suboptimal responses to available therapies, said Paul Hudson, Sanofi Chief Executive Officer. We understand from our ongoing work in debilitating immunological diseases how critical it is to find the right treatment for each patient. We look forward to rapidly developing this investigational medicine.

The agreement is a testament to the commitment, drive and expertise of the entireKymabteam and we are pleased to receive this endorsement from Sanofi, added Simon Sturge, Chief Executive Officer, Kymab.With its significant global resources, we believe Sanofi is the perfect partner to progress Kymabs pipeline of products and the merger will expedite the time it takes for our novel therapies to get to patients.

KY1005: Promising antibody for inflammatory disorders

In August 2020, Kymab announced that KY1005 met both primary endpoints in a Phase 2a trial studying moderate to severe atopic dermatitis patients whose disease is inadequately controlled with topical corticosteroids. KY1005 demonstrated a consistent treatment effect versus placebo across various key endpoints, including in the Eczema Area and Severity Index (EASI) and additional objective clinical measures.

This acquisition aligns with our strategy of targeting fundamentally important disease pathways. We believe that OX40L, a key immune regulator, has the potential to rebalance the immune system without suppressing it, providing a promising new approach to treating a range of immune-mediated diseases, said John Reed, M.D. Ph.D., Global Head of Research & Development at Sanofi.

Kymabs pipeline also includes the oncology asset KY1044, an ICOS agonist monoclonal antibody, currently in early Phase 1/2 development as monotherapy and in combination with an anti-PD-L1. The acquisition also provides Sanofi with access to new antibody technologies and research capabilities.

Transaction Terms

Under the terms of the transaction, Sanofi will acquire Kymab for an upfront payment of approximately $1.1 billion and up to $350 million upon achievement of certain milestones.

Sanofi plans to finance the transaction with cash on hand. The closing of the transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. Sanofi expects to complete the acquisition in the first half of 2021.

Weil, Gotshal & Manges LLP is acting as Sanofis legal counsel. J.P. Morgan is acting as financial advisor to Kymab and Goodwin PLC is acting as its legal counsel.

About Kymab

Kymab is a clinical-stage biopharmaceutical company developing fully human monoclonal antibody therapeutics with a focus on immune mediated diseases and immuno-oncology using its proprietary, integrated platforms collectively called IntelliSelect. Kymabs IntelliSelect Transgenic platforms contain a full diversity of human antibodies, making them the most comprehensive antibody platforms available.

Selecting from a broad diversity of fully human antibodies assures the highest probability of finding drug candidates with best-in-class characteristics quickly and efficiently.

For more information on Kymab please see http://www.kymab.com. Kymab and IntelliSelect are trademarks of Kymab Limited.



About Sanofi

Sanofi is dedicated to supporting people through their health challenges. Weare a global biopharmaceutical company focused on human health. We preventillness with vaccines, provide innovative treatments to fight pain and easesuffering. We stand by the few who suffer from rare diseases and the millionswith long-term chronic conditions.

With more than 100,000 people in 100 countries, Sanofi is transformingscientific innovation into healthcare solutions around the globe.

Sanofi, Empowering Life

Sanofi Media Relations Contacts Sanofi Investor Relations Contacts ParisAshleigh Koss Eva Schaefer-JansenTel.: +1 (908) 205 2572 Arnaud Delepineashleigh.koss@sanofi.com Yvonne Naughton



Quentin Vivant Sanofi Investor Relations Contacts NorthTel.: +33 (0)1 53 77 46 46 Americamr@sanofi.com Felix Lauscher Fara Berkowitz Suzanne Greco



IR main line: Tel.: +33 (0)1 53 77 45 45 ir@sanofi.com





Kymab Kymab Media UKAnne Hyland Consilium Strategic CommunicationsAnne.hyland@kymab.com Mary-Jane Elliott / Sukaina Virji / Melissa Gardiner

Brandon Lewis kymab@consilium-comms.comBrandon.lewis@kymab.com+44 (0) 1223 833 301 Tel: +44 (0) 20 3709 5700



Sanofi Forward-Looking Statements

This press release contains forward-looking statements as defined in thePrivate Securities Litigation Reform Act of 1995, as amended. Forward-lookingstatements are statements that are not historical facts and may includeprojections and estimates and their underlying assumptions, statementsregarding plans, objectives, intentions and expectations with respect to futurefinancial results, events, operations, services, product development andpotential, and statements regarding future performance. Forward-lookingstatements are generally identified by the words ?expects?, ?anticipates?,?believes?, ?intends?, ?estimates?, ?plans?, ?will be? and similar expressions.Although Sanofi?s management believes that the expectations reflected in suchforward-looking statements are reasonable, investors are cautioned thatforward-looking information and statements are subject to various risks anduncertainties, many of which are difficult to predict and generally beyond thecontrol of Sanofi, that could cause actual results and developments to differmaterially from those expressed in, or implied or projected by, theforward-looking information and statements. These risks and uncertaintiesinclude among other things, risks related to Sanofi?s ability to complete theacquisition on the proposed terms or on the proposed timeline, including thereceipt of required regulatory approvals, other risks associated with executingbusiness combination transactions, such as the risk that the businesses willnot be integrated successfully, that such integration may be more difficult,time-consuming or costly than expected or that the expected benefits of theacquisition will not be realized including the ability to develop,commercialize or market new products, competition, the uncertainties inherentin research and development, including future clinical data and analysis,regulatory obligations and oversight by regulatory authorities, such as the FDAor the EMA, including decisions of such authorities regarding whether and whento approve any drug, device or biological application that may be filed for anyproduct candidates as well as decisions regarding labelling and other mattersthat could affect the availability or commercial potential of any productcandidates, the absence of a guarantee that any product candidates, ifapproved, will be commercially successful, the future approval and commercialsuccess of therapeutic alternatives, Sanofi?s ability to benefit from externalgrowth opportunities and to complete related transactions and/or obtainregulatory clearances, risks associated with Sanofi?s and Kymab?s intellectualproperty and any related pending or future litigation and the ultimate outcomeof such litigation, trends in exchange rates and prevailing interest rates,volatile economic and market conditions, cost containment initiatives andsubsequent changes thereto, and the impact that COVID-19 will have on Sanofiand Kymab and their respective customers, suppliers, vendors, and otherbusiness partners, and the financial condition of any one of them, as well ason Sanofi?s and Kymab?s employees and on the global economy as a whole. Anymaterial effect of COVID-19 on any of the foregoing could also adversely impactSanofi and Kymab. This situation is changing rapidly and additional impacts mayarise of which Sanofi and Kymab are not currently aware and may exacerbateother previously identified risks. While the list of factors presented here isrepresentative, no list should be considered a statement of all potentialrisks, uncertainties or assumptions that could have a material adverse effecton Sanofi?s consolidated financial condition or results of operations. Theforegoing factors should be read in conjunction with the risks and cautionarystatements discussed or identified in the public filings with the U.S.Securities and Exchange Commission (the ?SEC?) and AMF made by Sanofi,including those listed under ?Risk Factors? and ?Cautionary Statement RegardingForward-Looking Statements? in Sanofi?s annual report on Form 20-F for the yearended December 31, 2019 and in subsequent Form 6-Ks filed with the SEC. Theforward-looking statements speak only as of the date hereof and, other than asrequired by applicable law, Sanofi does not undertake any obligation to updateor revise any forward-looking information or statements.





Attachment

-- Press Release