Last updated on April 25, 2014 at 1:22 EDT

Gilead Sciences to Acquire YM Biosciences

December 12, 2012

- Adds Selective JAK Inhibitor to Growing Oncology and Inflammation
Pipeline –

FOSTER CITY, CA AND MISSISSAUGA, ON, Dec. 12, 2012 /PRNewswire/ – Gilead
Sciences, Inc. (Nasdaq: GILD) and YM BioSciences Inc. (NYSE MKT: YMI,
TSX: YM) announced today that the companies have signed a definitive
agreement under which Gilead will acquire YM for U.S.$2.95 per share in
cash.  The transaction has received the unanimous approval of YM’s
Board of Directors, and values YM at approximately U.S.$510 million,
with YM reporting C$125.5 million in cash and cash equivalents as of
September 30, 2012. Gilead plans to fund the acquisition with cash on
hand.  The transaction is expected to close in the first quarter of

YM’s lead drug candidate, CYT387, is an orally-administered, once-daily,
selective inhibitor of the Janus kinase (JAK) family, specifically JAK1
and JAK2.  The JAK enzymes have been implicated in a number of
disorders including myeloproliferative diseases, inflammatory disorders
and certain cancers.  YM has reported positive results from a Phase 1/2
clinical trial of CYT387 in 166 patients with myelofibrosis, a
life-threatening myeloproliferative disease.  Pending completion of the
acquisition, Gilead intends to initiate a pivotal Phase 3 clinical
trial of CYT387 in myelofibrosis in the second half of 2013.

“This acquisition represents an opportunity to add a complementary
clinical program in the area of hematologic cancers to our growing
oncology portfolio,” said Norbert W. Bischofberger, PhD, Gilead’s
Executive Vice President, Research and Development and Chief Scientific
Officer.  “Based on promising Phase 2 data, we believe CYT387 could
provide important clinical benefit for patients with myelofibrosis,
including potential improvements with regard to anemia and decreased
dependence on blood transfusions.  We look forward to advancing CYT387
into a Phase 3 study as quickly as possible and to exploring its
potential in other myeloproliferative diseases with significant unmet
medical need.”

Myelofibrosis is a progressive, chronic bone marrow disorder in which
the marrow is replaced by fibrous scar tissue, making it difficult for
the bone marrow to sufficiently produce blood cells, leading to anemia
(low red blood cell count) and thrombocytopenia (low blood platelet
count), severe constitutional symptoms and spleen enlargement.  JAK
inhibitors modulate cytokine-stimulated intracellular signalling and
decrease the circulating levels of proinflammatory cytokines associated
with the pathogenesis of myelofibrosis.

“This agreement represents a positive outcome both for myelofibrosis
patients and for our shareholders. Gilead has the research and
development capabilities and the resources needed to more fully realize
the potential of CYT387 as a therapeutic advance for myelofibrosis
patients and potentially for other indications,” said Dr. Nick Glover,
President and CEO of YM. 

“Since our acquisition of CYT387 nearly three years ago, YM has made
great progress in advancing CYT387 through the clinical, regulatory,
manufacturing and business development processes.  While Gilead’s
acquisition will end a long, varied and interesting journey for YM, we
are pleased to have this transaction crystallize the present value of
this important therapeutic candidate,” said Mr. David Allan, Chairman
of YM.

In recent years, Gilead has sought to expand its R&D expertise in the
area of oncology through the appointment of leading cancer researchers
and clinicians, the establishment of external scientific partnerships
and through strategic acquisitions.  Gilead’s lead compound in
oncology, idelalisib (formerly referred to as GS-1101), is an
investigational, first-in-class specific inhibitor of the
phosphoinositide-3 kinase (PI3K) delta isoform.  Five Phase 3 studies
of idelalisib in chronic lymphocytic leukemia (CLL) and indolent
non-Hodgkin’s lymphoma (iNHL) are progressing.

Gilead is also conducting Phase 2 clinical trials of simtuzumab
(formerly referred to as GS-6624), an investigational monoclonal
antibody (mAb) candidate targeting the human lysyl oxidase-like 2
(LOXL2) protein, in myelofibrosis, colorectal cancer, pancreatic cancer
and certain fibrotic diseases.

CYT387, idelalisib and simtuzumab are investigational products and their
safety and efficacy have not yet been established.

Terms of the Transaction
Under the terms of the agreement, upon closing of the proposed
transaction, shareholders of YM will receive U.S.$2.95 per common share
in cash, and holders of warrants and stock options will receive a cash
payment equal to the difference between U.S.$2.95 and the exercise
price of such warrant or stock option.  The proposed transaction will
be completed through a plan of arrangement under the provisions of the
Companies Act (Nova Scotia).

The transaction will require the approval of YM shareholders at a
special meeting of YM shareholders, to be held as soon as reasonably
practicable and in any event on or before February 11, 2013.  In
addition to YM’s shareholder approval, closing of the transaction is
subject to the satisfaction of certain other customary conditions,
including court approval of the transaction, and applicable government
and regulatory approvals, including expiration or termination of the
waiting period under the United States Hart Scott Rodino Antitrust
Improvements Act, and the review period under the Competition Act
(Canada).  The approval of Gilead shareholders is not required in
connection with the proposed transaction.

The arrangement agreement contains customary non-solicitation
provisions, but permits YM, in certain circumstances, to terminate the
arrangement and accept an unsolicited superior proposal, subject to
fulfilling certain conditions.

BofA Merrill Lynch and Bloom Burton & Co. serve as financial advisors,
and Gowling Lafleur Henderson LLP, Heenan Blaikie LLP and Dorsey &
Whitney LLP serve as legal advisors to YM in connection with the
transaction.  Gilead is advised by Wilson Sonsini Goodrich & Rosati,
Professional Corporation and Blake Cassels and Graydon LLP.

About YM
YM BioSciences Inc. is a drug development company primarily focused on
advancing CYT387, an orally administered inhibitor of both the JAK1 and
JAK2 kinases, which have been implicated in a number of hematological
and immune cell disorders including myeloproliferative neoplasms and
inflammatory diseases as well as certain cancers. Positive interim
results have been reported from a Phase 1/2 trial of CYT387 in 166
patients with myelofibrosis. In addition, YM has several preclinical
programs underway with candidates from its library of novel compounds
identified through internal research conducted at YM BioSciences

About Gilead Sciences
Gilead Sciences is a biopharmaceutical company that discovers, develops
and commercializes innovative therapeutics in areas of unmet medical
need.  The company’s mission is to advance the care of patients
suffering from life-threatening diseases worldwide.  Headquartered in
Foster City, California, Gilead has operations in North America, Europe
and Asia Pacific.

YM Forward-Looking Statement
This press release may contain forward-looking statements, which reflect
YM’s current expectation regarding future events. These forward-looking
statements involve risks and uncertainties that may cause actual
results, events or developments to be materially different from any
future results, events or developments expressed or implied by such
forward-looking statements. Such factors include, but are not limited
to, shareholder approval of the proposed Arrangement; YM’s ability to
obtain court, regulatory, and other approvals in connection with the
proposed Arrangement; uncertainties as to the timing of the
Arrangement; the satisfaction of the conditions precedent to the
completion of the Arrangement, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of the
Arrangement; changing market conditions; the successful and timely
completion of clinical studies; the establishment of corporate
alliances; the impact of competitive products and pricing; new product
development; uncertainties related to the regulatory approval process
or the ability to obtain drug product in sufficient quantity or at
standards acceptable to health regulatory authorities to complete
clinical trials or to meet commercial demand; and other risks detailed
from time to time in YM’s ongoing quarterly and annual reporting.
Except as required by applicable securities laws, YM undertakes no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

Gilead Forward-Looking Statement
This press release includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that
are subject to risks, uncertainties and other factors.  All statements
other than statements of historical fact are statements that could be
deemed forward-looking statements, including all statements regarding
the intent, belief or current expectation of the companies’ and members
of their senior management team.  Forward-looking statements include,
without limitation, the ability of Gilead to advance YM’s product
pipeline, including CYT387, the possibility that Gilead will be unable
to initiate a Phase 3 trial of CYT387 in myelofibrosis as currently
anticipated; the possibility of unfavorable results of clinical trials
of CYT387, idelalisib and simtuzumab; the expected timing of the
completion of the transaction; and the ability to complete the
transaction considering the various closing conditions, including that
a governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the transaction.  Investors are cautioned that
any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties and are cautioned not
to place undue reliance on these forward-looking statements.  Actual
results may differ materially from those currently anticipated due to a
number of risks and uncertainties.  Risks and uncertainties that could
cause the actual results to differ from expectations contemplated by
forward-looking statements include: the effects of the transaction on
relationships with employees, customers, other business partners or
governmental entities; other business effects, including the effects of
industry, economic or political conditions outside of the companies’
control; actual or contingent liabilities; and other risks and
uncertainties detailed from time to time in Gilead’s Report on Form
10-Q and for the quarter ended September 30, 2012.  All forward-looking
statements are based on information currently available to Gilead, and
Gilead assumes no obligation to update any such forward-looking

Additional Information and Where to Find It
Further information regarding the transaction will be contained in an
information circular that YM will prepare and mail to its shareholders
in connection with the YM shareholders’ meeting, with closing expected
to occur in the first quarter of 2013.  YM shareholders are urged to
read the information circular once it becomes available, as it will
contain important information concerning the proposed transaction.  YM
shareholders may obtain a copy of the arrangement agreement,
information circular, and other meeting materials when they become
available at www.sec.gov and www.sedar.com.

This press release is for informational purposes only.  It does not
constitute an offer to purchase shares of YM or a solicitation or
recommendation statement under the rules and regulations of the United
States Securities and Exchange Commission or other applicable laws.

For more information on Gilead Sciences, please visit the company’s
website at www.gilead.com, follow Gilead on Twitter (@GileadSciences) or call Gilead Public Affairs at 1-800-GILEAD-5 or 1-650-574-3000.

For more information on YM BioSciences, please visit the company’s
website at www.ymbiosciences.com or contact James Smith, VP Corporate Affairs at 905.361.9518 or jsmith@ymbiosciences.com

SOURCE YM BioSciences Inc.

Source: PR Newswire