Merck to Acquire Themis

Merck to Apply its Industry-Leading Vaccine Development Capabilities to SARS-CoV-2 Vaccine Program Originated by Themis and Institut Pasteur

KENILWORTH, N.J.–(BUSINESS WIRE)–$MRK #COVID19–Merck (NYSE: MRK), known as MSD outside the United States and Canada, and Themis, a company focused on vaccines and immune-modulation therapies for infectious diseases and cancer, today announced that the companies have entered into a definitive agreement under which Merck, through a subsidiary, will acquire privately-held Themis.

Themis has a broad pipeline of vaccine candidates and immune-modulatory therapies developed using its innovative measles virus vector platform based on a vector originally developed by scientists at the Institut Pasteur, a world-leading European vaccine research institute, and licensed exclusively to Themis for select viral indications. In March, Themis joined a consortium together with the Institut Pasteur and The Center for Vaccine Research at the University of Pittsburgh, supported by funding from the Coalition for Epidemic Preparedness Innovations (CEPI), to develop a vaccine candidate targeting SARS-CoV-2 for the prevention of COVID-19.

“Building on the pioneering work of the Institut Pasteur, the Themis team has established specialized expertise that complements Merck’s own capabilities in the discovery, development, manufacturing and global distribution of vaccines,” said Dr. Roger M. Perlmutter, president, Merck Research Laboratories. “We are eager to combine our strengths both to develop an effective COVID-19 vaccine in the near term and to build a pandemic preparedness capability directed toward emerging agents that pose a future epidemic threat.”

The planned acquisition builds upon an ongoing collaboration between the two companies to develop vaccine candidates using the measles virus vector platform, and is expected to accelerate the development of Themis’ COVID-19 vaccine candidate. The vaccine candidate is in pre-clinical development, and clinical studies are planned to start later in 2020.

Under terms of the agreement, Merck, through a subsidiary, will acquire all outstanding shares of Themis in exchange for an undisclosed cash payment. Upon completion of the deal Themis will become a wholly-owned subsidiary of Merck.

“This acquisition by Merck, a global leader in vaccine development, reflects Themis’ success in applying our versatile immune-modulation platform that builds on the original discoveries from the Institut Pasteur,” said Dr. Erich Tauber, chief executive officer, Themis. “We are excited for the next phase of our relationship with Merck and in the near-term look forward to focusing resources toward the development and global scale-up of our candidate SARS-CoV-2 vaccine.”

“I am delighted that the vaccine technology initially developed at the Institut Pasteur, and enhanced in partnership with Themis, will now be leveraged by Merck to develop candidate vaccines designed to prevent and control emerging infectious diseases, notably COVID-19. This is an exciting and impactful development for global public health,” commented Prof. Stewart Cole, president of Institut Pasteur.

Investments by CEPI were important to advancing the Themis technology platform and associated programs. Merck looks forward to continued collaboration with CEPI and other international organizations as we work together toward global access to potential SARS-CoV-2 vaccines.

Closing of the transaction is subject to the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, merger control clearance in Austria, and other customary conditions. In connection with the transaction, Institut Pasteur, CEPI and Merck have entered into a memorandum of understanding that reflects the parties’ commitments to address the COVID-19 pandemic by developing, manufacturing and distributing the vaccine on a global basis and with pricing that makes the vaccine both available around the world and accessible to those who need it, including low-income, middle-income and high-income countries based on the medical need when the vaccine may become available.

Merck is a global leader in infectious diseases and vaccines, with a long history of researching, developing, manufacturing and distributing vaccines for children, adolescents and adults. Merck is committed to ensuring that any vaccines we develop for SARS-CoV-2 will be accessible and affordable globally, and plans to manufacture the vaccine at sites in the U.S. and Europe.

Measles Vector Platform

The measles vector platform is being evaluated across a wide range of infectious disease and immunology indications. It uses a modified measles vaccine virus as a vector and can be engineered to express a wide range of antigens. The measles vector is designed to provide a vehicle to deliver antigens to the immune system capable of triggering a protective memory response. It has been incorporated into vaccine development programs against infectious diseases including SARS, Chikungunya, MERS, and Lassa fever. Originally developed at the Institut Pasteur, the technology platform was first licensed to Themis in 2010.

Merck’s response to coronavirus (COVID-19)

As a company dedicated to saving and improving lives, Merck recognizes that we have a special responsibility to help. In response to the COVID-19 pandemic, Merck is focused on protecting the safety of its employees and their families, ensuring that our supply of medicines and vaccines reaches our patients and customers, contributing our scientific expertise to the development of antiviral and vaccine approaches, and supporting health care providers and our communities. We thank the many health care providers and volunteers, including our own employees, who are doing so much to help affected patients and communities. To learn more, please visit www.merck.com/COVID-19.

About Themis

Themis is developing immunomodulation therapies for infectious diseases and cancer. Through advanced understanding of immune system mechanisms, the company has built a sophisticated and versatile technology platform for the discovery, development and production of vaccines as well as other immune system activation approaches. Initially focused on preventing infectious diseases, Themis has demonstrated the potential of its versatile platform through the rapid and successful completion of Phase 2 and progress towards Phase 3 clinical development for a vaccine against Chikungunya, a debilitating disease with global outbreak potential. By leveraging its platform knowledge, Themis is currently approaching a rapid entry to Phase I trials for COVID-19. Funded to date by leading global venture capital firms, Themis has also gained prestigious non-dilutive funding for emerging infectious disease indications. For more information, visit http://www.themisbio.com.

About Merck

For more than 125 years, Merck, known as MSD outside of the United States and Canada, has been inventing for life, bringing forward medicines and vaccines for many of the world’s most challenging diseases in pursuit of our mission to save and improve lives. We demonstrate our commitment to patients and population health by increasing access to health care through far-reaching policies, programs and partnerships. Today, Merck continues to be at the forefront of research to prevent and treat diseases that threaten people and animals – including cancer, infectious diseases such as HIV and Ebola, and emerging animal diseases – as we aspire to be the premier research-intensive biopharmaceutical company in the world. For more information, visit www.merck.com and connect with us on Twitter, Facebook, Instagram, YouTube and LinkedIn.

Forward-Looking Statement of Merck & Co., Inc., Kenilworth, N.J., USA

This news release of Merck & Co., Inc., Kenilworth, N.J., USA (the “company”) includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon the current beliefs and expectations of the company’s management and are subject to significant risks and uncertainties. There can be no guarantees with respect to pipeline products that the products will receive the necessary regulatory approvals or that they will prove to be commercially successful. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.

Risks and uncertainties include but are not limited to, general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of the recent global outbreak of novel coronavirus disease (COVID-19); the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; global trends toward health care cost containment; technological advances, new products and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approval; the company’s ability to accurately predict future market conditions; manufacturing difficulties or delays; financial instability of international economies and sovereign risk; dependence on the effectiveness of the company’s patents and other protections for innovative products; and the exposure to litigation, including patent litigation, and/or regulatory actions.

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Contacts

Merck Media:

Patrick Ryan

+1 (201) 452-2409

Ian McConnell

+1 (973) 901-5722

Themis Media & Investors

Gretchen Schweitzer

+49 172 861 8540

Jacob Verghese

+49 89 2388 7731

Merck Investors:

Peter Dannenbaum

+1 (908) 740-1037

Michael DeCarbo

+1 (908) 740-1807