Acetylon Pharmaceuticals and Celgene Corporation Announce an Exclusive Strategic Collaboration to Advance the Science of

  Acetylon Pharmaceuticals and Celgene Corporation Announce an Exclusive
  Strategic Collaboration to Advance the Science of Epigenetics

   Strategic Collaboration Includes Option for Celgene to Acquire Acetylon

Business Wire

BOSTON -- July 29, 2013

Acetylon Pharmaceuticals, Inc., the leader in development of selective histone
deacetylase (HDAC) inhibitors for enhanced therapeutic outcomes (the
“Company”), today announced a strategic collaboration and option agreement
with Celgene Corporation (NASDAQ: CELG), which supports the development of
Acetylon’s portfolio of oral, selective HDAC inhibitors in oncology,
hematology, immunology, and neurologic disease indications. The agreement
includes an exclusive option for the future acquisition of Acetylon by
Celgene.

The collaboration will focus on the continued clinical advancement of
Acetylon’s lead candidate, ACY-1215, an oral first-in-class selective HDAC6
inhibitor being developed for hematological malignancies, ACY-738 for
neurological diseases, an HDAC1/2 inhibitor, and a yet unnamed project,
spanning cancer and non-cancer disease indications. Under the terms of the
agreement, Acetylon will receive a $100 million upfront cash payment. In
return, Celgene receives an exclusive option to acquire Acetylon at a cash
purchase price that will be within a defined value range and based upon future
independent valuations of Acetylon. Acetylon will retain control of its drug
development programs during the option period. If Celgene exercises its option
to acquire Acetylon, an upfront payment determined from the valuation process
and subject to a minimum of $500 million will be paid at the time of closing.
Additionally, Acetylon shareholders will be eligible to receive potential
future milestone payments for either approvals or additional indications of
drugs developed by Acetylon and for accomplishing defined sales targets. If
all the milestones are achieved, the additional value accruing to Acetylon
shareholders would be $1.1 billion, comprised of $250 million for regulatory
milestones and $850 million for sales milestones.

“Acetylon's work in epigenetics and resultant pipeline has shown significant
promise,” said Mark Alles, Celgene's Executive Vice President, Global Head of
Hematology and Oncology and observer to the Acetylon Board of Directors. “The
expansion of our relationship with Acetylon from our original equity
investment to this exciting strategic collaboration demonstrates our belief
that Acetylon's highly selective HDAC inhibitors have the potential to
meaningfully improve clinical outcomes for patients with a variety of
diseases, including hematology, oncology, diseases of the immune system, and
neurodegenerative diseases.”

“Celgene has been an enthusiastic investor and supporter of Acetylon’s mission
since completing its equity investment in our company early last year,” said
Walter C. Ogier, President and Chief Executive Officer and co-founder of
Acetylon. “We are excited to be able to work with Celgene under the expanded
framework of this new development and option agreement. The $100 million in
up-front, non-dilutive funding should enable us to aggressively advance our
drug pipeline and create substantial value for our patients and investors.”

About Acetylon Pharmaceuticals

Acetylon Pharmaceuticals, Inc., based in Boston, Massachusetts, is a leader in
the development of novel small molecule drugs targeting epigenetic mechanisms
for the enhancement of therapeutic outcomes in cancer and other critical human
diseases. The Company’s epigenetic drug discovery platform has yielded a
proprietary portfolio of optimized, orally-administered Class I and Class II
histone deacetylase (HDAC) selective compounds. Alteration of HDAC regulation
through selective HDAC inhibition is thought to be applicable to a broad range
of diseases including cancer, sickle cell disease and beta-thalassemia, and
autoimmune and neurodegenerative diseases. Acetylon’s lead drug candidate,
ACY-1215, is a selective HDAC6 inhibitor currently in Phase 1b clinical
development for the treatment of multiple myeloma. Acetylon’s scientific
founders are affiliated with the Harvard University, the Dana-Farber Cancer
Institute, the Massachusetts General Hospital, and Harvard Medical School.
www.acetylon.com

Contact:

Acetylon Pharmaceuticals, Inc.
Walter C. Ogier, 617-245-1300
President and Chief Executive Officer
wogier@acetylon.com
or
MacDougall Biomedical Communications
Doug MacDougall, 781-235-3060
dmacdougall@macbiocom.com
or
Michelle Avery, 781-235-3060
mavery@macbiocom.com
 
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