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EXHIBIT 99.1
MILLENNIUM AND AVENTIS PHARMA FORM NOVEL ALLIANCE TO
DEVELOP AND COMMERCIALIZE ANTI-INFLAMMATORY DRUGS, AND
SHARE AND JOINTLY DEVELOP DRUG DISCOVERY TECHNOLOGIES
CAMBRIDGE, MASS., JUNE 23, 2000 - Millennium Pharmaceuticals, Inc. (Nasdaq:
MLNM) and Aventis Pharma, the pharmaceutical company of Aventis S.A. (NYSE:
AVE), and today announced that they have formed a unique alliance with the
signing of agreements covering the joint development and commercialization of
drugs for the treatment of inflammatory diseases; joint development of new drug
discovery technologies; transfer of key elements of Millennium's technology
platform to Aventis to enhance its existing capabilities; and purchase of an
equity interest in Millennium by Aventis. This is the first
biotechnology/pharmaceutical company alliance of its kind, which will result in
Millennium and Aventis Pharma working collaboratively to identify drug targets
and develop new drugs in the field of inflammation and jointly commercialize the
resulting products in North America.
The foundation of this alliance is the establishment of four separate
arrangements covering Inflammation, Technology Development, Technology Transfer
and an Equity Investment. Under a Technology Transfer Agreement, Millennium will
provide Aventis with rights to its drug discovery technologies in exchange for
payments of up to $200 million over a five-year period. Under an Equity
Investment Agreement, Aventis will also invest $250 million in Millennium's
common stock. A $150 million stock purchase will be made at closing and two $50
million purchases will be made in 2001. The combination of the Technology
Transfer and the Investment Agreements represent a total of up to $450 million
in payments to and investments in Millennium by Aventis. Both the Inflammation
and Technology Development Agreements call for joint funding by the two
companies. The closing may be subject to expiration or early termination of the
applicable waiting period under the Hart-Scott-Rodino Antirust Improvements Act
of 1976.
"This relationship affords Aventis Pharma and Millennium scientists the
opportunity to work side-by-side in the joint discovery of new technologies and
new anti-inflammatory drugs. In Millennium, we have a strong partner with
world-class genomics capabilities and a successful track record in alliance
relationships," said Dr. Frank L. Douglas, executive vice president and head of
Drug Innovation & Approval for Aventis Pharma. "The creation of this alliance is
the latest in a series of bold steps that Aventis Pharma has taken to expand and
further enhance its cutting-edge Drug Innovation & Approval Organization. We are
committed to attaining a leadership position in the pharmaceutical industry by
achieving superiority in drug discovery and development," Douglas stated.
"We are delighted to enter into this new, ground breaking alliance with Aventis.
The combination of our strengths in technology, genomics-based drug discovery
and
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development, and expertise in the filed of inflammation forms a world leading
anti-inflammatory and technology development program. Together, we have the
potential to create a portfolio of breakthrough products and develop technology
improvements to enhance the productivity of drug discovery and development,"
said Mark Levin, chief executive officer of Millennium. "For the first time,
Millennium will be fully participating with one of our major pharmaceutical
partners in the broad range of drug discovery, development and
commercialization; this provides us with the opportunity to share equally in
both the decision-making and profitability of future products and strengthens
the financial foundation for our own proprietary drug discovery and development
efforts."
INFLAMMATION AGREEMENT
The primary goal of the inflammation collaboration is to jointly discover,
develop and commercialize products to treat specific inflammatory diseases:
rheumatoid arthritis, asthma and chronic obstructive pulmonary disease, multiple
sclerosis and inflammatory bowel disease.
Joint research will be conducted at the Bridgewater, NJ site of Aventis Pharma
and at Millennium's Cambridge, MA facility. All decisions concerning which
products advance on to further stages of development will be made jointly.
Millennium and Aventis will share the responsibility for and cost of developing,
marketing and manufacturing products in North America. The companies will also
share profits in North America. Outside of North America, Aventis will be
responsible for developing and marketing products arising from the alliance,
with a royalty obligation to Millennium. Product candidates that the companies
choose not to develop jointly may be developed by either company, with a royalty
obligation to the other.
While the alliance will focus on the discovery of small molecule drugs,
Millennium will retain the rights to develop antibody drugs and predictive
medicine products based upon discoveries made in the alliance, while Aventis
will retain the rights to develop gene therapy and vaccine products.
Under the terms of this agreement, Aventis and Millennium will each contribute
inflammation discovery pipeline assist to the collaboration. each company will
be free to continue independent work on compounds that were in clinical
development prior to the establishment of the agreement. Pre-existing
inflammation alliances with other organizations will not be impacted.
TECHNOLOGY TRANSFER
Under a five-year agreement, Aventis Pharma will enhance its technology platform
via the transfer of key elements of Millennium's technology platform on a
non-exclusive basis. The majority of the transfer to Aventis is expected to
occur within two years, with the remaining technology and upgrades transferred
over the remaining term. This transfer will include sequencing, informatics,
transcriptional profiling, molecular pathology and proteomic technologies, as
well as other technological tools. Millennium will also transfer vaccine targets
and related data to Aventis Pasteur for use in the development of cancer
vaccines.
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TECHNOLOGY DEVELOPMENT
Millennium and Aventis will work jointly on development of new technologies and
will equally share costs. This collaboration will focus on enhancements to
predictive ADMET (absorption, distribution, metabolism, excretion and toxicity).
ADMET encompasses key characteristics of a drug that affect its safety and
efficacy and is the basis for many candidate failures in clinical trials. The
goal of the ADMET effort will be to enhance drug development productivity by
reducing the time required for chemistry and to deliver products to clinical
trials with a higher probability of success.
"One of the major impediments to the productivity of drug discovery and
development today is that ADMET characteristics cannot be assessed until
late-stage clinical trials, after the investment of many years and millions of
dollars," said Alan Crane, vice president of corporate development at
Millennium. "Success in this area could significantly improve productivity in
drug development."
Expediting drug development activities is a key challenge facing the
pharmaceutical industry today. We believe that our alliance with Millennium has
the potential to reap breakthrough technologies to drive significant
productivity improvements and allow us to more rapidly address urgent medical
needs," said Joseph McCracken, vice president of Technology Licensing &
Alliances of Aventis Pharma.
Aventis S.A. is one of the world's leading life science companies, focused on
two core business areas -- pharmaceuticals and agriculture. With global
corporate headquarters in Strasbourg, France, Aventis employs around 90,000
people in 120 countries and recorded pro forma sales in 1998 of Euro 21 billion
(US $21.65 billion). Aventis was launched in December 1999 through the merger of
Hoechst AG and Rhone-Poulenc S.A.
Aventis Pharma AG is the pharmaceutical company of Aventis S.A. Aventis Pharma
is dedicated to treating and preventing human disease through the discovery,
development, manufacture and sale of innovative pharmaceutical products aimed at
satisfying unmet medical needs. Aventis Pharma focuses on important therapeutic
areas such as cardiology, oncology, infectious diseases, arthritis, allergies
and respiratory disorders, diabetes and the central nervous system disorders.
Aventis Pharma has its corporate headquarters in Frankfurt, Germany. Aventis
Pharma also encompasses Aventis Pasteur, a world leader in vaccines based in
Lyon, France, and Aventis Behring, a world leader in therapeutic proteins
headquartered in King of Prussia, Pennsylvania, USA.
Millennium, a leading biopharmaceutical company, applies its comprehensive and
integrated science and technology platform for the discovery and development of
breakthrough therapeutic and predictive medicine products, with a goal of
delivering personalized medicine. Through the industrialization of this
gene-to-patient platform, Millennium is also striving to accelerate the process
of drug discovery and development. Headquartered in Cambridge, Massachusetts,
Millennium and its affiliates currently employ more than 1,000 people.
STATEMENTS IN THIS NEWS RELEASE OTHER THAN HISTORICAL INFORMATION ARE
FORWARD-LOOKING STATEMENTS SUBJECT TO RISKS AND UNCERTAINTIES. ACTUAL RESULTS
COULD DIFFER MATERIALLY
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DEPENDING ON FACTORS SUCH AS THE AVAILABILITY OF RESOURCES, THE TIMING AND
EFFECTS OF REGULATORY ACTIONS, THE STRENGTHS OF COMPETITION, THE OUTCOME OF
LITIGATION AND THE EFFECTIVENESS OF PATENT PROTECTION. ADDITIONAL INFORMATION
REGARDING RISKS AND UNCERTAINTIES IS SET FORTH IN DOCUMENTS OF AVENTIS ON FILE
WITH THE SECURITIES AND EXCHANGE COMMISSION, AS WELL AS THE REGISTRATION
STATEMENT ON FORM F-4 OF RHONE-POULENC, S.A. (THE PREVIOUS NAME OF AVENTIS) AND
OTHER DOCUMENTS OF RHONE-POULENC, S.A. AND HOECHST AG ON FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION.
THIS PRESS RELEASE CONTAINS "FORWARD-LOOKING STATEMENTS." THESE STATEMENTS
INCLUDE DESCRIPTIONS OF MILLENNIUM'S OPERATIONAL PLANS, EXPECTATIONS ABOUT
FUTURE EARNINGS AND OTHER RESULTS OF OPERATIONS, VIEWS OF FUTURE INDUSTRY OR
MARKET CONDITIONS, AND OTHER STATEMENTS THAT INCLUDE WORDS LIKE "MAY,"
"EXPECTS," "BELIEVES," AND "INTENDS," AND THAT DESCRIBE OPINIONS ABOUT FUTURE
EVENTS. KNOWN AND UNKNOWN RISKS MAY CAUSE MILLENNIUM'S ACTUAL RESULTS AND
PERFORMANCES TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY THESE
STATEMENTS. SOME OF THESE RISKS ARE: UNCERTAINTIES RELATING TO UNANTICIPATED
DIFFICULTIES AND DELAYS RELATING TO GENE IDENTIFICATION, DRUG DISCOVERY AND
CLINICAL DEVELOPMENT PROCESSES; CHANGES IN RELATIONSHIPS WITH STRATEGIC PARTNERS
AND DEPENDENCE UPON STRATEGIC PARTNERS FOR THE PERFORMANCE OF CRITICAL
ACTIVITIES UNDER COLLABORATIVE AGREEMENTS; THE IMPACT OF COMPETITIVE PRODUCTS
AND TECHNOLOGICAL CHANGES; UNCERTAINTIES RELATING TO PATENT PROTECTION AND
REGULATORY APPROVAL; AND UNCERTAINTIES RELATING TO THE ABILITY OF MILLENNIUM AND
ITS AFFILIATES TO OBTAIN SUBSTANTIAL ADDITIONAL FUNDS REQUIRED FOR PROGRESS IN
DRUG DISCOVERY AND DEVELOPMENT. THESE AND OTHER FACTORS ARE IDENTIFIED AND MORE
FULLY EXPLAINED UNDER THE HEADING "RISK FACTORS THAT MAY AFFECT RESULTS" IN THE
ANNUAL REPORT ON FORM 10-K FILED BY MILLENNIUM WITH THE SECURITIES AND EXCHANGE
COMMISSION ON FEBRUARY 25, 2000.
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