Dr. Garo Armen
Analyst · JMP Securities. Your line is now open
Thank you, Michelle, and welcome to Agenus, and thank you all for joining us this morning. During the third quarter we made notable progress in advancing our programs and important collaborations, we pursued transactions designed to improve the quality and the speed of our drug discovery efforts, and also importantly, we strengthened our balance sheet substantially. The key financial highlights for the quarter was $115 million non-dilutive royalty transaction for our QS-21 vaccine adjuvant that we entered into with an investor group led by Oberland Capital Management. As part of this transaction, we have thus far issued the Oberland Group $100 million principal amount of notes. This instrument entitles the noteholders to receive payments based on royalty that are due to us from our partner GSK sales of malaria and shingles vaccine. These payments will continue until the noteholder’s principal is paid and annually return requirement of approximately 13.5% has been met. Also to be clear, Agenus does not pay cash interest on these notes. Once the notes have been repaid, any remaining royalties will revert back to Agenus. In the event the royalty stream is insufficient to repay all the principals and returns, Agenus is obligated to make a make whole payment equal to only the regional principal amount of the notes less any royalties that have been paid to noteholders. The make whole payments if at all it is triggered would not be due for 12 years. Agenus also has the option to receive an additional $15 million in cash after FDA approval of the shingles vaccine, if the approval occurs no later than June 30, 2018. Also importantly, we can buyback the notes at any time under pre-specified terms. As you are aware, this morning a second large trial of the GSK shingles vaccine was reported and in this trial the efficacy -- very high efficacy of this trial was demonstrated across different patient populations, but most notably also in the over 70 age group. And with that, we believe the potential of this product would be very, very significant, and Dr. Stein will allude to some of the details in just a bit. During the quarter, we also repurchased from Ingalls & Snyder Value Partners and Arthur Koenig their rights to receive 20% of our future royalties from GSK for $20 million in cash plus 300,000 shares of Agenus common stock. We closed on the repurchase from Ingalls immediately prior to closing with the Oberland Group and Ingalls has no further interest in any royalties associated with GSK vaccines containing QS-21. Net of the Ingalls transaction, the Oberland transaction provided us with immediate non-dilutive funding of approximately $78 million, which we can use towards executing our strategic and operational goals, while jumpstarting the flow funds from our anticipated future QS-21 royalty stream. Importantly, however, we are able to retain the potential long-term value of QS-21 franchise for our shareholders, as any remaining royalties revert back to Agenus after all principal and interest on the notes have been paid. We now have the financial flexibility to advance our current therapeutic candidates, while also pursuing complementary and strategic acquisitions consistent with our goal of further strengthening our immuno-oncology platforms. And portfolio in our efforts to deliver high-quality candidates and do it in a speedy fashion and high quality fashion that we think will be important in a highly competitive, but also very exciting immuno-oncology field. In July, we announced the acquisition of Diatheva's anti-CEACAM1 monoclonal antibodies. This acquisition expands and enhances our existing extensive portfolio of immunotherapeutic programs. CEACAM1 overexpressed in solid tumors and antibodies targeting CEACAM1 are thought to have a potential to effectively treat cancer alone or in combination with other checkpoint modulator antibodies, including those in our own development pipeline. CEACAM1 is also the target of the antibody [CM-024] [ph] licensed by Merck from an Israeli company, which occurred shortly after our acquisition of Diatheva’s assets. This transaction along with our purchase of the SECANT yeast display platform from Celexion in April further bolsters Agenus' research capabilities and broadens our capabilities to develop checkpoint modulators, as well as other immunotherapeutics as single agents or in combinations as potentially best-in-class treatments for patients with cancer. With regard to our Prophage or autologous cancer vaccine, since reporting positive Phase 2 data in newly diagnosed glioblastoma patients at ASCO, we continue to see very encouraging long-term survival in a group of patients. Our Chief Financial Officer (sic) [Chief Scientific Officer], Dr. Stein, will elaborate upon this shortly. We continue to explore moving Prophage into pivotal trials and are considering various funding and partnership options and trial designs at this time with the desire of retaining U.S. commercialization rights. We will provide investors with further updates on these considerations at an appropriate time. To be clear, we will not spend moneys from our own balance sheet to further large trials with Prophage. We are considering smaller, very innovative trials mostly in collaboration with other companies that will contribute either cash or potential product combinations, as well as both. In addition to that in closing, I also would like to make it clear that our Oberland transaction is a very creative instrument. And it is a transaction that is good for Oberland and the Oberland Group as well as for Agenus. And that it offers them a very attractive return from a very attractive product line. And it offers us many flexibilities, including not having to pay any cash interest payments, as well as the flexibility to be able to purchase back the asset, should we decide to do so on pre-specified terms. Lastly, I'd also like to stress the point that at this time, we have no plans to do any equity offerings. We look forward to sharing with you further details of our preclinical and clinical progress, our development strategy and our strategic transactions. During our upcoming Analyst Day on November 19th, where we expect to report to you what we believe is significant progress from the last Analyst Day, we held. I would like to turn the call over to Dr. Robert Stein, our Chief Scientific Officer and head of R&D to provide an overview of our recent progress. Bob?