0001144204-17-053268.txt : 20171019 0001144204-17-053268.hdr.sgml : 20171019 20171019171522 ACCESSION NUMBER: 0001144204-17-053268 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20171019 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Material Impairments ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171019 DATE AS OF CHANGE: 20171019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CELGENE CORP /DE/ CENTRAL INDEX KEY: 0000816284 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222711928 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34912 FILM NUMBER: 171145323 BUSINESS ADDRESS: STREET 1: 86 MORRIS AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 BUSINESS PHONE: (908)673-9000 MAIL ADDRESS: STREET 1: 86 MORRIS AVENUE CITY: SUMMIT STATE: NJ ZIP: 07901 8-K 1 tv477363_8k.htm FORM 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): October 19, 2017

 

CELGENE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware 001-34912 22-2711928

(State or other jurisdiction of

incorporation)

(Commission File Number) (IRS Employer Identification No.)

 

86 Morris Avenue, Summit, New Jersey   07901
(Address of principal executive offices)   (Zip Code)

 

 

Registrant’s telephone number, including area code: (908) 673-9000

 

 

 

(Former name or former address, if changed since last report.)

 

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

  

 

 

 

 

Item 2.05Costs Associated with Exit or Disposal Activities.

 

On October 19, 2017, Celgene Corporation (the “Company”) issued a press release to provide an update on the GED-0301 (mongersen) inflammatory bowel disease program.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Celgene is in the process of contacting the clinical investigators conducting the GED-0301 phase III REVOLVE (CD-002) trial in Crohn’s disease (CD) and the SUSTAIN (CD-004) extension trial (the “Trials”) regarding the discontinuance of the Trials. We are continuing to assess the financial impacts of discontinuing the Trials.

 

As a result of the decision to discontinue the Trials, Celgene concluded on October 18, 2017 that it will recognize a fourth-quarter 2017 charge to earnings related to the significant impairment of the approximately $1,600 million GED-0301 In-Process Research and Development (IPR&D) asset, as well as wind-down costs associated with discontinuing the Trials and certain development activities, partially offset by a benefit related to the significant reduction in the approximately $1,400 million of GED-0301 contingent consideration liabilities.  The exact amount of the net pre-tax charge to earnings has not yet been determined, but is estimated to be in the range of $300 million to $500 million, or $0.27 to $0.45 per diluted share after tax.  Approximately 50 percent of the net charge will require cash payments.

 

This Item 2.05 contains forward-looking statements, including, but not limited to, statements related to the expected costs associated with discontinuance of the Trials. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. A further description of the risks and uncertainties relating to the business of the Company is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission (the “SEC”), and the Company’s subsequent current and periodic reports filed with the SEC. Except as otherwise required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this Item 2.05 as a result of new information, future events or changes in its expectations.

 

Item 2.06Material Impairments.

 

The information required by this Item is incorporated by reference from Item 2.05 above.

 

Item 9.01Financial Statements and Exhibits.

 

Exhibit 99.1– Press Release dated October 19, 2017

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

       
  CELGENE CORPORATION  
       
       
Date: October 19, 2017 By: /s/Peter N. Kellogg  
    Peter N. Kellogg  
    Executive Vice President
    Chief Financial Officer  
    (principal financial and accounting officer)  
       

  

 

EX-99.1 2 tv477363_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

 

 

 

CELGENE PROVIDES UPDATE ON GED-0301 (MONGERSEN) INFLAMMATORY BOWEL DISEASE PROGRAM

 

SUMMIT, NJ – (October 19, 2017) – Celgene Corporation (NASDAQ: CELG) today announced that the GED-0301 (mongersen) phase III REVOLVE trial (CD-002) in Crohn’s disease (CD) and the extension trial (SUSTAIN, CD-004) will discontinue. Celgene has decided to stop the trials following an October recommendation of the Data Monitoring Committee, which assessed overall benefit/risk during a recent interim futility analysis. There were no meaningful safety imbalances identified in the analysis.

 

At this time, the phase III DEFINE trial (CD-003) in Crohn’s disease will not be initiated. Celgene is waiting to review the full dataset from the phase II trial with GED-0301 in ulcerative colitis (UC) to determine next steps.

 

“We thank the patients and the investigators involved in the REVOLVE trial,” said Scott Smith, President and Chief Operating Officer for Celgene. “Crohn’s disease is a debilitating condition with few effective long-term treatment options. While we are disappointed with the results of REVOLVE, we remain committed to advancing our portfolio of novel medicines for patients suffering from this disease and other inflammatory bowel disorders.”

 

Celgene Inflammatory Bowel Disease Portfolio of Novel Medicines Advances

 

Ozanimod: At the World Congress of Gastroenterology meeting in October, two-year data from the phase II TOUCHSTONE trial in UC and phase II data from the STEPSTONE trial in CD were presented. The phase III TRUENORTH pivotal trial in UC is ongoing. Celgene expects to initiate a phase III pivotal trial in CD in the next few months.

 

OTEZLA®: A randomized, controlled, phase II trial (UC-001) in UC is ongoing with data expected by year-end 2017. Pending positive results, a broad phase III UC program could initiate in 2018.

 

About GED-0301 (mongersen)

 

The investigational oral antisense therapy GED-0301 (mongersen) is an oligonucleotide that decreases Smad7 protein, thereby potentially impacting TGF-b1 signaling. In patients with Crohn’s disease, abnormally high levels of Smad7 interfere with TGF-b1 anti-inflammatory pathways in the gut, leading to increased inflammation.

 

GED-0301 is an investigational compound that is not approved for any use in any country.

 

 

 

 

About Ozanimod

 

Ozanimod is a novel, oral, selective, sphingosine 1-phosphate 1 (S1PR1) and 5 (S1PR5) receptor modulator in development for immune-inflammatory indications including relapsing multiple sclerosis, ulcerative colitis and Crohn's disease. Selective binding with S1PR1 is believed to inhibit a specific sub set of activated lymphocytes from migrating to sites of inflammation. The result is a reduction of circulating T and B lymphocytes that leads to anti-inflammatory activity. Importantly, immune surveillance is maintained.

 

Selective binding with S1PR5 is thought to activate specific cells within the CNS. This has the potential to enhance remyelination and prevent synaptic defects. Ultimately, neurological damage may be prevented.

 

Ozanimod is an investigational compound that is not approved for any use in any country.

 

About OTEZLA®

 

OTEZLA® (apremilast) 30 mg tablets is an oral small-molecule inhibitor of phosphodiesterase 4 (PDE4) specific for cyclic adenosine monophosphate (cAMP). PDE4 inhibition results in increased intracellular cAMP levels which is thought to indirectly modulate the production of inflammatory mediators. The specific mechanism(s) by which OTEZLA® exerts its therapeutic action in patients with psoriasis or psoriatic arthritis is not well defined.

 

INDICATIONS

 

OTEZLA® (apremilast) is indicated for the treatment of patients with moderate to severe plaque psoriasis who are candidates for phototherapy or systemic therapy.

 

OTEZLA® is indicated for the treatment of adult patients with active psoriatic arthritis.

 

IMPORTANT SAFETY INFORMATION

 

Contraindications

 

OTEZLA® (apremilast) is contraindicated in patients with a known hypersensitivity to apremilast or to any of the excipients in the formulation.

 

Warnings and Precautions

 

Diarrhea, Nausea and Vomiting: Cases of severe diarrhea, nausea, and vomiting were associated with the use of OTEZLA®. Most events occurred within the first few weeks of treatment. In some cases, patients were hospitalized.  Patients 65 years of age or older and patients taking medications that can lead to volume depletion or hypotension may be at a higher risk of complications from severe diarrhea, nausea, or vomiting. Monitor patients who are more susceptible to complications of diarrhea or vomiting; advise patients to contact their healthcare provider. Consider OTEZLA® dose reduction or suspension if patients develop severe diarrhea, nausea, or vomiting.

 

Depression: Carefully weigh the risks and benefits of treatment with OTEZLA® for patients with a history of depression and/or suicidal thoughts/behavior, or in patients who develop such symptoms while on OTEZLA®. Patients, caregivers, and families should be advised of the need to be alert for the emergence or worsening of depression, suicidal thoughts or other mood changes, and they should contact their healthcare provider if such changes occur.

 

 

 

 

Psoriasis: Treatment with OTEZLA® is associated with an increase in depression. During clinical trials, 1.3% (12/920) of patients reported depression compared to 0.4% (2/506) on placebo; Depression was reported as serious in 0.1% (1/1308) of patients exposed to OTEZLA®, compared to none in placebo-treated patients (0/506). Suicidal behavior was observed in 0.1% (1/1308) of patients on OTEZLA®, compared to 0.2% (1/506) on placebo. One patient treated with OTEZLA® attempted suicide; one patient on placebo committed suicide.


Psoriatic Arthritis: Treatment with OTEZLA® is associated with an increase in depression. During clinical trials, 1.0% (10/998) reported depression or depressed mood compared to 0.8% (4/495) treated with placebo. Suicidal ideation and behavior was observed in 0.2% (3/1441) of patients on OTEZLA®, compared to none in placebo treated patients. Depression was reported as serious in 0.2% (3/1441) of patients exposed to OTEZLA®, compared to none in placebo treated patients (0/495). Two patients who received placebo committed suicide compared to none on OTEZLA®.

 

Weight Decrease: Monitor body weight regularly; evaluate unexplained or clinically significant weight loss, and consider discontinuation of OTEZLA®.

 

Psoriasis: Body weight loss of 5-10% occurred in 12% (96/784) of patients treated with OTEZLA® and in 5% (19/382) of patients treated with placebo. Body weight loss of ≥10% occurred in 2% (16/784) of patients treated with OTEZLA® compared to 1% (3/382) of patients treated with placebo.

 

Psoriatic Arthritis: Body weight loss of 5-10% was reported in 10% of patients taking OTEZLA® and in 3.3% of patients taking placebo.

 

Drug Interactions: Apremilast exposure was decreased when OTEZLA® was co-administered with rifampin, a strong CYP450 enzyme inducer; loss of OTEZLA® efficacy may occur. Concomitant use of OTEZLA® with CYP450 enzyme inducers (e.g., rifampin, phenobarbital, carbamazepine, phenytoin) is not recommended.

 

Adverse Reactions

 

Psoriasis: Adverse reactions reported in ≥5% of patients were (OTEZLA®%, placebo%): diarrhea (17, 6), nausea (17, 7), upper respiratory tract infection (9, 6), tension headache (8, 4), and headache (6, 4).

Psoriatic Arthritis: Adverse reactions reported in at least 2% of patients taking OTEZLA®, that occurred at a frequency at least 1% higher than that observed in patients taking placebo, for up to 16 weeks (after the initial 5-day titration), were (OTEZLA®%, placebo%): diarrhea (7.7, 1.6); nausea (8.9, 3.1); headache (5.9, 2.2); upper respiratory tract infection (3.9, 1.8); vomiting (3.2, 0.4); nasopharyngitis (2.6, 1.6); upper abdominal pain (2.0, 0.2).

 

Use in Specific Populations

 

Pregnancy and Nursing Mothers: OTEZLA® is Pregnancy Category C; it has not been studied in pregnant women. Use during pregnancy only if the potential benefit justifies the potential risk to the fetus. It is not known whether apremilast or its metabolites are present in human milk. Caution should be exercised when OTEZLA® is administered to a nursing woman.

 

Renal Impairment: OTEZLA® dosage should be reduced in patients with severe renal impairment (creatinine clearance less than 30 mL/min); for details, see Dosage and Administration, Section 2, in the Full Prescribing Information.

 

 

 

 

 

Please click here for Full Prescribing Information

 

About Celgene

 

Celgene Corporation, headquartered in Summit, New Jersey, is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of innovative therapies for the treatment of cancer and inflammatory diseases through next-generation solutions in protein homeostasis, immuno-oncology, epigenetics, immunology and neuro-inflammation. For more information, please visit www.celgene.com. Follow Celgene on Social Media: @Celgene, Pinterest, LinkedIn, Facebook and YouTube.

 

Forward-Looking Statements

 

This press release contains forward-looking statements, which are generally statements that are not historical facts. Forward-looking statements can be identified by the words "expects," "anticipates," "believes," "intends," "estimates," "plans," "will," “outlook” and similar expressions. Forward-looking statements are based on management’s current plans, estimates, assumptions and projections, and speak only as of the date they are made. We undertake no obligation to update any forward-looking statement in light of new information or future events, except as otherwise required by law. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond our control. Actual results or outcomes may differ materially from those implied by the forward-looking statements as a result of the impact of a number of factors, many of which are discussed in more detail in our Annual Report on Form 10-K and our other reports filed with the Securities and Exchange Commission.

 

Hyperlinks are provided as a convenience and for informational purposes only. Celgene bears no responsibility for the security or content of external websites.

 

 

For inquiries, please contact:

 

Investors:

Patrick E. Flanigan III

Corporate Vice President, Investor Relations

908-673-9969

 

Media:

Catherine Cantone

Senior Director, Corporate Communications

908-897-4256

 

 

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