UCB Acquires Engage Therapeutics: Staccato® Alprazolam - A potential Solution for Acute On-demand Seizure Management for People Living With Epilepsy

• Underlines UCB's leadership in epilepsy by adding Staccato^® Alprazolam, a drug-device-combination with the potential to be the first on-demand, single-use treatment to rapidly terminate an active epileptic seizure
• Staccato^® Alprazolam could be a potential solution for 20-30% of epilepsy patients
• UCB to have world-wide rights to Staccato^® Alprazolam and would perform further clinical development, submission, launch and commercialization of Staccato^® Alprazolam
• Initial upfront payment of US$ 125 million and further potential milestone payments of up to US$ 145 million, total potential consideration of up to US$ 270 million.
• License and supply agreements in place with Alexza Pharmaceuticals, Inc., the inventor, licensor and manufacturer of Staccato^® Alprazolam.

BRUSSELS, Belgium, June 5, 2020 /PRNewswire/ -- UCB announced today the acquisition of Engage Therapeutics, Inc. (Summit, N.J. (U.S.)), a clinical-stage pharmaceutical company developing Staccato^® Alprazolam for the rapid termination of an active epileptic seizure, for US$ 125 million in cash (subject to certain adjustments) and up to US$ 145 million in further potential milestone payments related to clinical development, submission and launch of Staccato^® Alprazolam.

Charl van Zyl, Executive Vice President UCB and Head of Neurology said: "Like UCB, Engage is a company with a deep-seated passion in epilepsy. Several of Engage's founders and leaders have personal connections to epilepsy and have been active in the epilepsy community for quite some time. Staccato^® Alprazolam is an excellent strategic fit with our patient value growth strategy in epilepsy. It offers a potential solution for acute, on-demand treatment of a seizure, an unmet need for up to 30% of all epileptic patients, and strengthens our current epilepsy portfolio by adding this late-stage asset."

Staccato^® Alprazolam is an investigational drug (Phase 2) designed to be used as a single-use epileptic seizure rescue therapy that combines the Staccato^® delivery technology with alprazolam, a benzodiazepine. It is a small, hand-held inhaler device designed for easy delivery of alprazolam with a single normal breath potentially providing a way for people with epilepsy and their caregivers to stop an active seizure. The Staccato^® system rapidly vaporizes alprazolam to form an aerosol, with particle size designed for deep lung delivery to produce a rapid, systemic effect.

Engage acquired worldwide rights to Staccato^® Alprazolam in 2017 under a license agreement with Alexza Pharmaceuticals Inc., Mountain View, CA, U.S. In connection with the acquisition, UCB has also entered into an updated license and related commercial supply agreement with Alexza, under which the parties will continue to collaborate in the development and commercialization of Staccato^® Alprazolam.

This acquisition does not impact UCB's 2020 financial outlook.

Advisors

Lazard is acting as financial advisor to UCB in relation to the transaction. Covington & Burling LLP is acting as legal advisor to UCB on the transaction. KPMG is acting as accounting advisor.

BMO Capital Markets Corp. is acting as financial advisor to Engage Therapeutics. Morgan, Lewis & Bockius LLP is acting as legal advisor to Engage Therapeutics.

About Engage Therapeutics
Engage Therapeutics, Summit, N.J., now a wholly-owned subsidiary of UCB, is a clinical stage pharmaceutical company with a deep-seated passion in epilepsy. Engage is developing Staccato^® Alprazolam for the rapid termination of an active epileptic seizure.

About UCB
UCB, Brussels, Belgium (www.ucb.com) is a global biopharmaceutical company focused on the discovery and development of innovative medicines and solutions to transform the lives of people living with severe diseases of the immune system or of the central nervous system. With more than 7 500 people in approximately 40 countries, UCB generated revenue of € 4.9 billion in 2019. UCB is listed on Euronext Brussels (symbol: UCB). Follow us on Twitter: @UCB_news

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