Conclusion of a collaboration agreement with Ono Pharmaceutical Co., Ltd. and disclosure of delayed confidential information

Current Report no.  40/2022

Date: 14 November 2022 

Subject: Conclusion of a collaboration agreement with Ono Pharmaceutical Co., Ltd. and disclosure of delayed confidential information

Legal basis: Article 17 Section 1 of the MAR Regulation - confidential information

Pursuant to Article 17 Section 1 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the "MAR"), the Management Board of Captor Therapeutics S.A. with its registered office in Wrocław ("Company") announces that on 14 November 2022 the Company concluded with Ono Pharmaceutical Co., Ltd. with its registered office in Osaka, Japan ("Ono") a collaboration agreement (the "Collaboration Agreement", “Agreement”). The object of the Collaboration Agreement is to cooperate on the development of small molecules capable of degrading a molecular target agreed by both parties, which may have applications primarily in the field of neurodegenerative diseases. The terms of the Collaboration Agreement cover any human disease indication covered by the above molecular target and the unlimited territorial scope of the collaboration.

The Collaboration Agreement provides that the Company will be, as a rule (in accordance with detailed timetable and division of works agreed by the parties), responsible for the research and identification activity of the molecules covered by the Collaboration Agreement, while Ono will be responsible for the development and commercialisation process (i.e. conducting clinical trials, cooperation with doctors, distribution, promotion, obtaining permits from the relevant public authorities for the sale of the commercialised products, etc.) of the drugs based on the substances developed.

In addition, the Collaboration Agreement establishes a system for the payment of remuneration to the Company: (i) provides the remuneration upon the conclusion of the Collaboration Agreement and exercising exclusive option by Ono (as a result of exercise of option, Ono will acquire intellectual property rights resulting from the cooperation and to certain candidate molecules), (ii) provides additional remuneration upon the achievement of successive milestones of progress in research & development and commercialization (milestone payments), (iii)  provides a percentage share of revenues from the sale of drugs developed in performance of the Collaboration Agreement. Moreover, the Company will be entitled to reimbursement of research costs from Ono in the amounts indicated in the Collaboration Agreement. The anticipated total amount of cumulated value of the cash consideration from Ono to the Company (assuming exercise of the exclusive option, all milestone payments and funding of research costs) (other than as payments indicated in Point (iii) above) is approximately EUR 197 million.

The Company intends to reiterate that the above amount is the maximum possible amount which can be received by Company (so called bio-dollar value), however the amount that the Company will in fact receive under the Agreement will depend, inter alia, from execution by Ono of exclusive option and achievement of milestones by Ono.

The conclusion of the abovementioned Agreement is in line with the Company's strategy to pursue a drug discovery and development project with a partner and is important for the Company as it allows it to exploit the potential of the OptigradeTM technology platform and expand its operations.

Ono is an R&D-oriented pharmaceutical company committed to creating innovative medicines in specific areas. Ono focuses its research on the oncology, immunology, neurology and specialty research with high medical needs as priority areas for discovery and development of innovative medicines. The Management Board informs that it considered the conclusion of the Collaboration Agreement as confidential information due to the significant value of the Collaboration Agreement and the importance of the Collaboration Agreement for the Company and its development.

At the same time the Management Board informs that pursuant to Article 17 Section 4 of MAR, the Management Board decided on [7] September 2022 to delay the disclosure of confidential information regarding negotiations with Ono in respect of Collaboration Agreement.

In the Company's opinion, the disclosure of information on the negotiations aimed at signing the Collaboration Agreement, during their ongoing process, before the final parameters of the Agreement have been specified, could violate the Company's legitimate interest and negatively affect its negotiating position, as well as, in the event of the lack of success of the ongoing negotiations, mislead market participants. Moreover, the delay in disclosure of information, in the opinion of the Company, did not mislead public opinion and the Company undertook measures to protect confidentiality of confidential information. At the same time, the Company informs that the information provided in this report consummates the content of the delayed confidential information indicated above.