Plexus Ventures Assists Cynata Therapeutics in the Out-Licensing of Cymerus™ Technology to FUJIFILM

Jan 19, 2017

Tokyo, Japan – Plexus Ventures is pleased to announce the successful completion of an out-licensing project on behalf of Cynata Therapeutics Ltd. Plexus provided professional services to Cynata in the out-licensing of its lead product, CYP-001, to FUJIFILM Corporation.

“The opportunity to represent Cynata Therapeutics in partnering the first iPSC-derived allogeneic product to enter phase 1 clinical trials is a special honor,” said Richard Brown, General Partner and Head, Tokyo Office of Plexus Ventures. “The global license option agreement secured with the prominent Japanese company, FUJIFILM, attests to Cynata’s unique position in the therapeutic use of stem cells.”

Cynata Managing Director and CEO, Dr Ross Macdonald remarked: “We are very pleased with the advice and support of the Plexus Ventures team in all phases of the deliberations which led to concluding this agreement with FUJIFILM. Plexus’ considerable experience in conducting business with Japan-based companies was a significant factor in achieving this positive outcome.”

Additional details regarding the transaction are provided in the following Cynata Therapeutics’ press release:

Cynata and FUJIFILM Sign Development and Commercialisation Partnership Agreement

Melbourne, Australia; 19 January 2017: Australian stem cell and regenerative medicine company, Cynata Therapeutics Limited (ASX: CYP), has executed a license option agreement with FUJIFILM Corporation of Japan for the development and commercialisation of certain Cynata technology, including Cynata’s lead induced pluripotent stem cell (iPSC)-derived therapeutic mesenchymal stem cell (MSC) product, CYP-001.

As part of this transaction, FUJIFILM has taken an equity stake in Cynata through the purchase of 8,088,403 ordinary shares in Cynata, issued at $0.49113, being a 35% premium to the 6 month VWAP as at 2 September 2016, the date of execution of the non-binding term sheet for this transaction. The shares are subject to a 12 month escrow period. After the transaction is finalised, FUJIFILM would emerge with a 10.01 per cent stake in Cynata.

Under this agreement, FUJIFILM has an option to an exclusive, worldwide licence to market and sell Cynata’s lead MSC product, CYP-001, in the field of prevention and treatment of graft-versus-host disease (GvHD). GvHD is a potentially fatal disease that often follows a bone marrow transplant procedure and occurs when the immune cells in the donor material (the graft) attack the recipient’s tissues (the host) as “foreign”.

This option is exercisable at any time up to 90 days after the completion of the primary evaluation period of Cynata’s current phase I clinical trial in GvHD. An upfront fee of US$3 million is payable which, together with other potential future milestones, totals over A$60 million in potential one-time payments, along with double-digit royalties on net sales of CYP-001 product. Should FUJIFILM choose to exercise this option, future CYP-001 development costs will be borne by FUJIFILM.

In addition, the license option agreement includes a) an option to negotiate a licence for manufacturing CYP-001 product and b) certain rights to Cynata’s proprietary Cymerus technology for the prevention and treatment of other diseases.

Exercise of the rights to these additional components attracts further fees.

“This alliance with FUJIFILM provides an important strategic partnership that validates the Cymerus therapeutic mesenchymal stem cell technology and substantially accelerates our path to market,” said Cynata Managing Director and CEO, Dr Ross Macdonald. “FUJIFILM is a global leader in the regenerative medicine sector and its decision to enter into this transaction after undertaking a thorough review of our technology is an enormous achievement for Cynata. We are very fortunate to have a partner of FUJIFILM’s stature with the resources and enthusiasm to drive the development and commercialisation of CYP-001.”

About Plexus Ventures

Plexus Ventures, founded over 30 years ago, is a leading corporate and business development consultancy for the healthcare industry. Plexus assists clients of all sizes and capabilities to achieve their strategic business development objectives, advising on M&A, asset divestments, licensing and partnership arrangements. Plexus’ industry professionals are conveniently located in the United States, Europe and Asia-Pacific markets, enabling Plexus to benefit its clients with both local knowledge and global reach.