The following Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") is intended to assist the reader in understanding
the business of Progenics Pharmaceuticals, Inc. and its subsidiaries (the
"Company", "Progenics", "we", or "us"). MD&A is provided as a supplement to, and
should be read in conjunction with, our Annual Report on Form 10-K for the year
ended December 31, 2019. Our results of operations discussed in MD&A are
presented in conformity with accounting principles generally accepted in the
U.S. ("GAAP"). We operate under a single research and development business
segment. Therefore, our results of operations are discussed on a consolidated
basis.
Note Regarding Forward-Looking Statements
This document and other public statements we make may contain statements that do
not relate strictly to historical fact, any of which may be forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Statements contained in this communication that refer to our
estimated or anticipated future results or other non-historical facts are
forward-looking statements that reflect our current perception of existing
trends and information as of the date of this communication. Forward looking
statements generally will be accompanied by words such as "anticipate",
"believe", "plan", "could", "should", "estimate", "expect", "forecast",
"outlook", "guidance", "intend", "may", "might", "will", "possible",
"potential", "predict", "project", or other similar words, phrases or
expressions. In evaluating such statements, we urge you to specifically consider
the various risk factors identified under Part I, Item 1A. "Risk Factors"
included in our Annual Report on Form 10-K for the year ended December 31, 2019,
as updated by our subsequent Quarterly Reports on Form 10-Q, which could cause
actual events or results to differ materially from those indicated by
forward-looking statements. Forward-looking statements involve known and unknown
risks and uncertainties which may cause our actual results, performance or
achievements to be materially different from those expressed or implied by such
statements. While it is impossible to identify or predict all such matters,
these differences between forward-looking statements and our actual results,
performance or achievement may result from, among other things; risks associated
with the coronavirus (COVID-19) pandemic and the measures taken to prevent its
spread and the related impact on our business; the proposed merger with Lantheus
Holdings; the unpredictability of the duration and results of regulatory review
of New Drug Applications ("NDA") and Investigational NDA; the inherent
uncertainty of the timing and success of, and expense associated with, research,
development, regulatory approval and commercialization of our products and
product candidates, including the risks that clinical trials will not commence
or proceed as planned; products which appear to be promising in early trials
will not demonstrate efficacy or safety in larger-scale trials; clinical trial
data on our products and product candidates will be unfavorable; our products
will not receive marketing approval from regulators or, if approved, do not gain
sufficient market acceptance to justify development and commercialization costs;
the sales of RELISTOR® and other products by our partners and the revenue and
income generated for us thereby may not meet expectations; our commercial launch
of AZEDRA® may not meet revenue and income expectations; competing products
currently on the market or in development might reduce the commercial potential
of our products; we, our collaborators or others might identify side effects
after the product is on the market; efficacy or safety concerns regarding
marketed products, whether or not originating from subsequent testing or other
activities by us, governmental regulators, other entities or organizations or
otherwise, and whether or not scientifically justified, may lead to product
recalls, withdrawals of marketing approval, reformulation of the product,
additional pre-clinical testing or clinical trials, changes in labeling of the
product, the need for additional marketing applications, declining sales, or
other adverse events; and the inherent uncertainty of outcomes in intellectual
property disputes such as the dispute with University of Heidelberg regarding
PSMA-617.
We are also subject to risks and uncertainties associated with the actions of
our corporate, academic and other collaborators and government regulatory
agencies, including risks from market forces and trends; potential product
liability; intellectual property, litigation and other dispute resolution,
environmental and other risks; a potential inability to obtain sufficient
capital, recruit and retain employees, enter into favorable collaborations,
transactions, or other relationships, or the risk that existing or future
relationships or transactions may not proceed as planned; the potential for
cybersecurity breaches of our systems and information technology; the risk that
current and pending patent protection for our products may be invalid,
unenforceable or challenged, or fail to provide adequate market exclusivity, or
that our rights to in-licensed intellectual property may be terminated for our
failure to satisfy performance milestones; the risk of difficulties in, and
regulatory compliance relating to, manufacturing products; and the uncertainty
of our future profitability.
Risks and uncertainties to which we are subject also include general economic
conditions, including interest and currency exchange-rate fluctuations and the
availability of capital; changes in generally accepted accounting principles;
the impact of legislation and regulatory compliance; the highly regulated nature
of our business, including government cost-containment initiatives and
restrictions on third-party payments for our products; trade buying patterns;
the competitive climate of our industry; and other factors set forth in this
document and other reports filed with the U.S. Securities and Exchange
Commission ("SEC"). In particular, we cannot assure you that AZEDRA or RELISTOR
will be commercially successful or be approved in the future in other
indications or jurisdictions, or that any of our other programs will result in
commercial products.
We do not have a policy of updating or revising forward-looking statements and,
except as expressly required by law, we disclaim any intent or obligation to
update or revise any statements as a result of new information or future events
or developments. It should not be assumed that our silence over time means that
actual events are bearing out as expressed or implied in forward-looking
statements.
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Overview
Business
We are an oncology company focused on the development and commercialization of
innovative targeted medicines and artificial intelligence to find, fight and
follow cancer. Our pipeline includes therapeutic agents designed to precisely
target cancer (AZEDRA, 1095 and PSMA TTC), as well as a prostate-specific
membrane antigen ("PSMA") targeted imaging agents for prostate cancer (PyL and
1404).
Our business strategy requires us to manage our business to provide for the
continued development, manufacturing and potential commercialization of our
proprietary and partnered product candidates. This includes advancing our
pipeline by identifying product candidates, technologies and businesses for
acquisition and in-licensing that we believe are a strategic fit with our
existing business. Our strategy also calls for us to undertake increased
research and development activities and to manage an increasing number of
relationships with partners and other third parties, while simultaneously
managing the capital necessary to support this strategy.
COVID-19 Trends and Uncertainties
We have taken steps in response to the impact of the COVID-19 pandemic on our
business and to protect the health and safety of our employees.
With respect to AZEDRA, our first quarter sales totaled approximately $1.4
million for the quarter ended March 31, 2020. Sales of therapeutic doses of
AZEDRA doubled over the preceding quarter. Progenics is continuing to receive
and process requests for both dosimetry and therapeutic doses. However, in
alignment with government, regulatory and public health recommendations in
relation to the COVID-19 pandemic, many of the multidisciplinary treatment
centers that serve pheochromocytoma or paraganglioma patients have banned, or
have limited access to external visitors, including the field-based sales team
for AZEDRA, to ensure the safety of patients and healthcare providers.
Consequently, the Company expects corresponding product revenue to reflect the
challenging environment associated with the COVID-19 pandemic until restrictions
are lifted.
Additionally, as the clinical community is facing challenges in trial conduct
due to the COVID-19 pandemic, we are committed to ensuring adequate safety
monitoring of the ARROW Phase 2 study in mCRPC subjects and maintaining the
integrity of the trial in alignment with government, regulatory and public
health recommendations. As such, Progenics has paused new enrollment for several
months in the Phase 2 trial of I-131-1095 ("1095") in combination with
enzalutamide in chemotherapy-naïve patients with metastatic castration-resistant
prostate cancer (mCRPC) to minimize the risk to patients and healthcare
providers during the pandemic. For patients who are active and have been
randomized for the study, they will continue to receive treatment doses and will
be monitored for safety and efficacy in a manner that is permissible by each
clinical site.
As a result, the Company has decided to curtail promotional spending and
furlough a portion of the clinical, commercial and medical employees to support
cost-saving measures as the Company continues to navigate through the changing
COVID-19 environment. Progenics continues to assess this emerging situation and
will make any relevant adjustments in alignment with government mandates when
necessary.
We have not experienced any disruptions in our preparations to file a New Drug
Application ("NDA") for PyL with the U.S. Food and Drug Administration
("FDA"). We are currently targeting completion of the submission early in the
third quarter of 2020.
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We are closely monitoring the impact of COVID-19 on all aspects of our business.
The extent to which the COVID-19 pandemic impacts our business, our business
partners, results of operations, and financial condition will depend on future
developments, which are highly uncertain and difficult to predict; these
developments include, but are not limited to, the duration and spread of the
outbreak, the severity of its effects, the actions to contain the virus or
address its impact, U.S. and foreign government actions to respond to the
reduction in global economic activity, and how quickly and to what extent normal
economic and operating conditions can resume. Even after the COVID-19 outbreak
has subsided, we may continue to experience materially adverse impacts on our
financial condition and results of operations. For more information on the risks
associated with COVID-19, see Part II, Item 1A, "Risk Factors" herein.
Pending Merger with Lantheus Holdings
On February 20, 2020, we announced the signing of the Merger Agreement with
Lantheus Holdings. The Merger Agreement reflects the renegotiation of certain of
the terms of our original agreement for the proposed merger entered into on
October 1, 2019. The combined company would be led by Lantheus Holdings' Chief
Executive Officer, Mary Anne Heino. Ms. Heino will be supported by Chief
Financial Officer, Robert J. Marshall Jr., and Chief Operations Officer, John
Bolla. The Merger Agreement provides that, following the closing, Dr. Gérard Ber
and Mr. Heinz Mäusli, currently members of our Board, will be added as members
of the Board of Directors of Lantheus Holdings. At the effective time of the
proposed merger, each share of Progenics common stock issued and outstanding
immediately prior to such time (other than excluded shares and dissenting
shares) will be converted into the right to receive (i) 0.31 of a share of
Lantheus Holdings common stock (an increase from 0.2502 under the original
agreement) and (ii) one non-transferrable CVR per share of Progenics common
stock, which will represent the right to receive up to two contingent payments
upon the achievement of certain milestones subject to the terms of the
Contingent Value Rights Agreement to be entered into between Lantheus Holdings
and a rights agent reasonable acceptable to Progenics at or immediately prior to
the effective time of the proposed merger. In no event will Lantheus Holdings'
aggregate payments in respect of the CVRs, together with any other non-stock
consideration treated as paid in connection with the proposed merger, exceed
19.9% of the total consideration Lantheus Holdings pays in the proposed merger.
As a result of the increase in the exchange ratio, following the completion of
the proposed merger, former Progenics stockholders' aggregate ownership stake
will increase to approximately 40% of the combined company from approximately
35% under the terms set forth in the original agreement.
On April 2, 2020, Progenics and Lantheus Holdings announced their decision to
reschedule their respective special meetings of stockholders to vote on the
matters related to the proposed merger of Progenics and Lantheus Holdings from
April 28, 2020 to June 16, 2020. The rescheduling of the special meetings is
intended to allow both companies the time necessary to respond to the COVID-19
pandemic and its effect on each company's business and on the combined entity.
The transaction is expected to close in the second quarter of 2020, subject to
approval by Lantheus Holdings and Progenics stockholders and certain other
customary closing conditions.
On April 14, 2020, Progenics entered into an agreement with the Velan
Stockholders, pursuant to which Progenics agreed to pay the Velan Stockholders
$1.3 million as partial reimbursement for their expenses incurred in connection
with the Velan Stockholders' involvement with Progenics, including the
successful consent solicitation commenced on September 18, 2019 to reconstitute
the board of directors of Progenics. The reimbursement will be in full
satisfaction of the Velan Stockholders' claims with respect to such expenses and
will be paid promptly following the adoption of the Merger Agreement by the
stockholders of Progenics and the approval of the stock issuance pursuant to the
Merger Agreement by the stockholders of Lantheus Holdings.
In addition, on April 14, 2020, Progenics and Lantheus Holdings announced the
entry by Lantheus Holdings into the Support Agreement with Velan in connection
with the proposed merger of Progenics and Lantheus Holdings, providing that
Velan will vote all of its Progenics common stock and Lantheus Holdings common
stock in favor of the proposed merger of Lantheus Holdings and Progenics on the
terms set forth in the Merger Agreement, and that Velan will abide by certain
customary standstill provisions, in each case, subject to the terms and
conditions set forth in the Support Agreement.
Corporate Updates
On February 28, 2020, Patrick Fabbio provided notice to the Board of his
intention to resign as Progenics' Chief Financial Officer, effective March 27,
2020. Mr. Fabbio agreed to continue providing services to Progenics as a
consultant following the effective date of his resignation until the earlier of
the anticipated closing of Progenics' proposed merger with Lantheus Holdings or
May 15, 2020. We entered into a consulting services agreement with Patrick
Fabbio on March 4, 2020, with a term commencing on March 27, 2020 and continuing
until the earlier of the effective date of the proposed merger with Lantheus
Holdings or May 15, 2020 unless terminated by either party as set forth therein
(the "Consulting Agreement"). Under the Consulting Agreement, Mr. Fabbio will
provide consulting services as requested by us. In consideration for Mr.
Fabbio's services, the Consulting Agreement provides that, if the proposed
merger is consummated on or before July 1, 2020, Mr. Fabbio will be paid
$180,000 upon consummation of the proposed merger. This payment was originally
provided for in his retention agreement with Progenics, except that such payment
will now be made in a single lump sum upon the closing of the proposed merger
with Lantheus Holdings and will not be contingent on Mr. Fabbio's continued
service with Progenics after the closing of the proposed merger.
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On March 27, 2020, the Board appointed David W. Mims as Interim Chief Financial
Officer of Progenics. Mr. Mims will continue to serve as Interim Chief Executive
Officer of Progenics, which position he has held since November 2019.
Bridge Loan Agreement
On March 15, 2020, Progenics, as borrower, and Lantheus Medical Imaging, as
lender, entered into the Bridge Loan Agreement, pursuant to which Lantheus
Medical Imaging agreed to provide for a secured short-term loan to the Company
on or after May 1, 2020 in an aggregate principal amount of up to $10 million.
The bridge loan matures on the earlier to occur of (a) September 30, 2020 and
(b) the date on which the Company enters into a debt financing or similar
arrangements or any amendment to, or replacement of, its existing debt, provided
by one or more third parties following the termination date of the Merger
Agreement, in either case, having aggregate net cash proceeds that exceed the
amount then required to repay all obligations under the Bridge Loan Agreement in
full in cash. The bridge loan bears interest at a rate per annum of 9.5% and is
secured through the pledge to Lantheus Medical Imaging of all of the issued and
outstanding shares of capital stock of MIP, and any debt of MIP owed to
Progenics. Progenics will use the proceeds of the bridge loan for working
capital and other general corporate purposes.
Product Pipeline
Product / Candidate Description Status Market Rights
Ultra-Orphan
Theranostic
AZEDRA (iobenguane Unresectable, locally Approved U.S Progenics
I 131)
advanced or metastatic
555 MBq/mL pheochromocytoma or
injection paraganglioma
Prostate Cancer
Theranostics
PyL (18F-DCFPyL) PSMA-targeted PET/CT Positive Phase Worldwide Progenics
imaging agent for prostate 3 topline (ex. EU,
cancer results AU, & NZ)
PyL (18F-DCFPyL) PSMA-targeted PET/CT Discussions Europe Curium
imaging agent for prostate with EMA
cancer
1095 (I 131 1095) PSMA-targeted small Phase 2 Worldwide Progenics
molecule therapeutic for
treatment of metastatic
prostate cancer
PSMA TTC (BAY PSMA-targeted antibody Phase 1 Worldwide Bayer
2315497) conjugate therapeutic for
treatment of metastatic
prostate cancer
1404 Technetium-99m Discussions Europe ROTOP
PSMA-targeted SPECT/CT with EMA
imaging agent for prostate
cancer
Digital Technology
PSMA AI Imaging analysis technology Investigational Worldwide Progenics
that uses artificial Use Only
intelligence and machine
learning to quantify and
automate the reading of
PSMA targeted imaging
Automated Bone Scan Automated reading and Approved in the Worldwide Progenics
Index (aBSI) quantification of bone U.S. and E.U. (ex. Japan)
scans of prostate cancer 510(k) cleared
patients using artificial in the U.S. CE
intelligence and deep marked (E.U.
learning countries)
Automated Bone Scan Automated reading and Approved Japan FUJIFILM
Index (BONENAVI) quantification of bone
scans of prostate cancer
patients using artificial
intelligence and deep
learning
Other Programs
RELISTOR OIC in adults with chronic Approved Worldwide Bausch
Subcutaneous non-cancer pain or
Injection advanced-illness adult
(methylnaltrexone patients
bromide)
RELISTOR Tablets OIC in adults with chronic Approved U.S. Bausch
(methylnaltrexone non-cancer pain
bromide)
Leronlimab (PRO HIV Infection BLA Submitted U.S. CytoDyn
140) to FDA
Ultra-Orphan Theranostic:
AZEDRA
AZEDRA® (iobenguane I 131) is a radiotherapeutic, approved for the treatment of
adult and pediatric patients 12 years and older with iobenguane scan positive,
unresectable, locally advanced or metastatic pheochromocytoma or paraganglioma
who require systemic anticancer therapy. AZEDRA is the first and only
FDA-approved therapy for this indication.
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Updated long-term follow up efficacy and safety data from the pivotal Phase 2
study of AZEDRA in patients with pheochromocytoma or paraganglioma were
published as an abstract in the Journal of Urology in April 2020. Results as of
October 10, 2019, demonstrated a median overall survival (OS) time of 43.2
months (95% CI 31.4, >60), as well as a median survival time of 19.3 months (95%
CI 4.5, 32.4) and 49.1 months (95% CI 36.9, >60) in patients receiving one and
two doses, respectively.
Prostate Cancer Theranostics:
PyL
PyL (also known as 18F-DCFPyL) is a fluorinated PSMA-targeted PET imaging agent
that enables visualization of both bone and soft tissue metastases, with
potential high clinical utility in the detection of recurrent and/or metastatic
prostate cancer, as well as staging of high risk disease. We announced positive
topline data in the pivotal Phase 3 trial evaluating the diagnostic performance
and clinical impact of PyL in men with biochemical recurrence of prostate
cancer.
We completed two successful pre-NDA meetings with the FDA in February 2020 and
remain on track to complete a submission early in the third quarter of 2020.
Based on prior discussions with the FDA, we believe that the data from the
CONDOR study and the OSPREY study can serve as a basis for an NDA for PyL.
Several abstracts pertaining to PyL were published in the Journal of Urology in
April 2020, including the results of the Phase 3 CONDOR study in patients with
biochemical recurrent prostate cancer. The CONDOR trial achieved its primary
endpoint, with a correct localization rate (CLR) of 84.8% to 87.0% among the
three blinded independent readers (the lower bound of the 95% confidence
intervals ranging from 77.8% to 80.4%). The results of additional
investigator-sponsored studies of PyL conducted in post-prostatectomy patients
and metastatic clear cell renal cell carcinoma were also published in the
journal.
Curium has licensed exclusive rights to develop and commercialize PyL in Europe.
Under the terms of the collaboration, Curium is responsible for the development,
regulatory approvals and commercialization of PyL in Europe, and Progenics is
entitled to royalties on net sales of PyL. Curium is in discussions with
European Medicines Agency ("EMA") regarding the development path in Europe.
1095
1095 (also known as I-131-1095) is a PSMA-targeted iodine-131 labeled small
molecule that is designed to deliver a dose of beta radiation directly to
prostate cancer cells with minimal impact on the surrounding healthy tissues.
Following the removal of the import alert on Centre for Probe Development &
Commercialization (CPDC), we have initiated eleven clinical sites in the U.S
along with the six active sites in Canada to support enrollment in the Company's
multicenter, randomized, controlled, ARROW Phase 2 study in mCRPC.
PSMA TTC
PSMA TTC is a thorium-227 labeled PSMA-targeted antibody therapeutic. PSMA TTC
is designed to deliver a dose of alpha radiation directly to prostate cancer
cells with minimal impact on the surrounding healthy tissues. Bayer AG ("Bayer")
has exclusive worldwide rights to develop and commercialize products using our
PSMA antibody technology in combination with Bayer's alpha-emitting
radionuclides. Bayer is conducting a Phase 1 trial of PSMA TTC in patients with
metastatic castration-resistant prostate cancer.
1404
1404 is a technetium-99m labeled small molecule which binds to PSMA and is used
as a SPECT/CT imaging agent to diagnose and detect localized prostate cancer as
well as soft tissue and bone metastases. ROTOP has exclusive rights to develop,
manufacture and commercialize 1404 in Europe.
Digital Technology:
PSMA AI
PSMA AI is an imaging analysis technology that uses artificial intelligence and
machine learning to quantify and automate the reading of PSMA-targeted imaging.
We recently completed a performance study of our automated segmentation
algorithms with PyL/CT images from our PyL research access initiative. The study
demonstrated the efficiency and effectiveness of our fully automated
segmentation algorithm of the 49 bones and 12 soft tissue regions of the whole
body from PyL-PSMA PET/CT images. The deep learning algorithms demonstrated a
Sørensen-Dice score of 0.90 or higher in segmenting anatomical structures in the
low dose CT portion of a PyL PET/CT. This work provides automated generation of
lesion quantification, localization and staging, therefore leading to highly
contextualized assessments of disease burden.
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Automated Bone Scan Index
Automated Bone Scan Index ("aBSI") calculates the disease burden of prostate
cancer by quantifying the hotspots on bone scans and automatically calculating
the bone scan index value, representing the disease burden of prostate cancer
shown on the bone scan. This quantifiable and reproducible calculation of the
bone scan index value is intended to aid in the diagnosis and treatment of men
with prostate cancer and may have utility in monitoring the course of the
disease. The Japanese rights to the stand-alone aBSI have been transferred and
sold to FUJIFILM Toyama Chemical Co. Ltd. ("FUJIFILM") under the name BONENAVI®.
The cloud based aBSI was cleared by the FDA for clinical use in the U.S. on
August 5, 2019. In February 2020, the Company received CE marking for the
standalone workstation model of aBSI, meeting the quality standards set by the
European Economic Area.
Other Programs:
RELISTOR
RELISTOR® (methylnaltrexone bromide) is a treatment for opioid-induced
constipation ("OIC") that addresses its underlying mechanism of OIC and
decreases the constipating side effects induced by opioid pain medications such
as morphine and codeine without diminishing their ability to relieve pain.
RELISTOR is approved in two forms: a subcutaneous injection (12 mg and 8 mg) and
an oral tablet (450 mg once daily). Any references herein to RELISTOR do not
imply that any other form or possible use of the drug has received approval.
RELISTOR subcutaneous injection is being sold in the U.S., E.U., and Canada, and
RELISTOR tablets are being sold in the U.S. RELISTOR's approved U.S. label and
full U.S. prescribing information is available at www.RELISTOR.com. Other
approved labels for RELISTOR apply in markets outside of the United States.
Leronlimab (PRO 140)
Leronlimab (PRO 140) is an investigational humanized IgG4 mAb that blocks CCR5,
a cellular receptor that is important in HIV infection, tumor metastases, and
other diseases including NASH. It is owned by CytoDyn Inc. ("CytoDyn") pursuant
to our agreement with CytoDyn, as described below. In April 2020, CytoDyn
announced it submitted a Biologics License Application to the FDA for approval
of Leronlimab in combination therapy for HIV infection.
Strategic partnerships:
Bausch Agreement
Under our agreement with Salix Pharmaceuticals, Inc., a wholly-owned subsidiary
of Bausch Health Companies Inc. ("Bausch", which is the predecessor of Valeant
Pharmaceuticals International, Inc.), we recognized a development milestone
payment of $40.0 million upon U.S. marketing approval for subcutaneous RELISTOR
in non-cancer pain patients in 2014, a development milestone payment of $50.0
million for the U.S. marketing approval of an oral formulation of RELISTOR in
July 2016 and a $10.0 million sales milestone for achieving RELISTOR U.S. net
sales in excess of $100.0 million in 2019. We are also eligible to receive up to
$190.0 million of one-time sales milestone payments upon achievement of
specified U.S. net sales targets, including:
U.S. Net Sales Levels in any Single Calendar Year Payment
(In thousands)
In excess of $150 million 15,000
In excess of $200 million 20,000
In excess of $300 million 30,000
In excess of $750 million 50,000
In excess of $1 billion 75,000
$ 190,000
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Each commercialization milestone payment is payable one time only, regardless of
the number of times the condition is satisfied, and all six payments could be
made within the same calendar year. We are also eligible to receive royalties
from Bausch and its affiliates based on the following royalty scale: 15% on
worldwide net sales up to $100 million, 17% on the next $400 million in
worldwide net sales, and 19% on worldwide net sales over $500 million each
calendar year, and 60% of any upfront, milestone, reimbursement or other revenue
(net of costs of goods sold, as defined, and territory-specific research and
development expense reimbursement) Bausch receives from sublicensees outside the
U.S.
Bayer Agreement
Under our April 2016 agreement with a subsidiary of Bayer granting Bayer
exclusive worldwide rights to develop and commercialize products using our PSMA
antibody technology, in combination with Bayer's alpha-emitting radionuclides,
we received an upfront payment of $4.0 million and milestone payments totaling
$5.0 million and could receive up to an additional $44.0 million in potential
clinical and development milestones. We are also entitled to single-digit
royalties on net sales, and potential net sales milestone payments up to an
aggregate of $130.0 million.
CytoDyn Agreement
Leronlimab (PRO 140) is an investigational humanized IgG4 mAb that blocks CCR5,
a cellular receptor that is important in HIV infection, tumor metastases, and
other diseases including NASH.
We sold Leronlimab to CytoDyn in 2012, which sale included milestone and royalty
payment obligations to us. Under our 2012 agreement with CytoDyn, CytoDyn is
responsible for all development, manufacturing and commercialization efforts.
Pursuant to such agreement, we have received $5.0 million in upfront and
milestone payments, together with rights to receive an additional $5.0 million
upon the first U.S. or E.U. approval for the sale of the drug, and a 5% royalty
on the net sales of approved product(s).
ROTOP Agreement
In May 2019, we entered into an exclusive license agreement with ROTOP, a
Germany-based developer of radiopharmaceuticals for nuclear medicine
diagnostics, to develop, manufacture and commercialize 1404 in Europe.
Under the terms of the collaboration, ROTOP is responsible for the development,
regulatory approvals and commercialization of 1404 in Europe while Progenics is
entitled to double-digit, tiered royalties on net sales of 1404 in Europe. ROTOP
is in discussions with EMA regarding the development path in Europe.
FUJIFILM Agreement
In June 2019, we entered into a transfer agreement with FUJIFILM for the rights
to the Company's aBSI product in Japan for use under the name BONENAVI.
Under the terms of the transfer agreement, FUJIFILM acquired, by a combination
of purchase and license, the Japanese software, source code, supporting data and
all Japanese patents associated with the aBSI product from Progenics for use in
Japan. In exchange, Progenics received $4.0 million in an upfront payment and
FUJIFILM agreed to pay Progenics support and service fees for aBSI and other AI
products over the next three years in Japan. BONENAVI has been licensed to
FUJIFILM for use in Japan since 2011.
Results of Operations
The following table is an overview of our results of operations (in thousands,
except percentages):
Three Months Ended
March 31,
2020 2019
Total revenue $ 6,248 $ 4,281
Operating expenses $ 22,134 $ 22,516
Operating loss $ (15,886 ) $ (18,235 )
Net loss $ (16,801 ) $ (18,735 )
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Revenue
Our sources of revenue include AZEDRA product sales, royalties and license fees
from Bausch and other collaborators. The following table is a summary of our
worldwide revenue (in thousands, except percentages):
Three Months Ended
March 31,
Source 2020 2019 Change
AZEDRA product sales $ 1,359 $ - N/A
Royalty income 4,789 4,161 15 %
License and other revenue 100 120 (17 %)
Total revenue $ 6,248 $ 4,281 46 %
AZEDRA product sales. We began commercial product sales of AZEDRA in the U.S. in
June 2019 (no sales-related deductions or discounts were applicable to date).
AZEDRA sales totaled approximately $1.4 million for the quarter ended March 31,
2020. Due to the impact of COVID-19, we expect corresponding product revenue to
reflect the challenging environment until restrictions are lifted and regular
AZEDRA dosing recommences.
Royalty income. We recognized royalty income primarily based on the below net
sales of RELISTOR, as reported to us by Bausch (in thousands, except
percentages).
Three Months Ended
March 31,
2020 2019 Change
U.S. $ 31,100 $ 26,400 18 %
Outside U.S. 800 1,300 (38 %)
Worldwide net sales of RELISTOR $ 31,900 $ 27,700 15 %
Royalty income increased by $0.6 million, or 15%, during the three months ended
March 31, 2020, compared to the same period in 2019, due primarily to higher net
sales of RELISTOR.
License and other revenue. The license and other revenue decreased by $20
thousand, or 17% for the three months ended March 31, 2020, compared to the same
period in 2019.
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Operating Expenses
The following table is a summary of our operating expenses (in thousands, except
percentages):
Three Months Ended
March 31,
Operating Expenses 2020 2019 Change
Cost of goods sold $ 1,558 $ - N/A
Research and development 10,367 12,392 16 %
Selling, general and administrative 10,509 9,224 (14 %)
Change in contingent consideration liability (300 ) 900 133 %
Total operating expenses $ 22,134 $ 22,516 2 %
Cost of Goods Sold
Cost of goods sold includes cost of direct materials and labor and indirect
expenses used in the manufacturing of AZEDRA beginning with the first commercial
sale in June 2019.
Research and Development ("R&D")
We do not track fully burdened R&D costs separately for each of our product
candidates. We review our R&D expenses by focusing on external and internal
development costs. External development costs consist of costs associated with
our clinical trials, including pharmaceutical development and investments in
manufacturing. Included in other costs are external corporate overhead costs
that are not specific or allocated to any one program. Internal costs consist of
salaries and wages, share-based compensation and benefits, which are not tracked
by program as several of our departments support multiple development programs.
The following table summarizes the external costs attributable to each program
and internal costs (in thousands):
Three Months Ended March 31,
2020 2019
External Costs
PyL $ 2,361 $ 3,152
AZEDRA 334 3,711
1404 20 127
1095 3,154 878
PSMA AI 305 307
Other 786 645
Total External Costs $ 6,960 $ 8,820
Internal Costs 3,407 3,572
Total R&D Costs $ 10,367 $ 12,392
R&D expenses decreased by $2.0 million, or 16%, during the three months ended
March 31, 2020, compared to the same period in 2019, resulting primarily from
lower clinical trial costs and costs to transition the AZEDRA manufacturing site
in the 2019 period.
Selling, General and Administrative
Selling, general and administrative expenses increased by $1.3 million, or 14%
during the three months ended March 31, 2020, compared to the same period in
2019, primarily attributable to legal and advisory fees associated with the
execution of the Merger Agreement with Lantheus.
Change in Contingent Consideration Liability
The decrease in the contingent consideration liability of $0.3 million during
the three months ended March 31, 2020 was primarily attributable to a decrease
in the AZEDRA sales forecasts, partially offset by an increase due shorter
discount period and higher volatility, which is used to calculate the potential
milestone payments to former MIP stockholders, compared to an increase of $0.9
million in the same period in 2019, resulting primarily from an increase in the
probability of success for the AZEDRA commercialization milestone and a decrease
in the discount period.
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Other (Expense) Income
The following table is a summary of our other (expense) income (in thousands,
except percentages):
Three Months Ended
March 31,
2020 2019 Change
Interest (expense) income, net $ (854 ) $ (429 ) (99 %)
Other (expense) income, net (61 ) (71 ) 14 %
Other (expense) income $ (915 ) $ (500 ) (83 %)
Total other (expense) income, net increased by $0.4 million, or 83%, during the
three months ended March 31, 2020, respectively, compared to the same periods in
2019, primarily attributable to lower interest income due to lower average cash
balances during 2020, partially offset by lower interest expense resulting from
lower debt balance in 2020.
Liquidity and Capital Resources
The following table is a summary of selected financial data (in thousands):
March 31, December 31,
2020 2019
Cash and cash equivalents $ 29,531 $ 42,049
Accounts receivable, net $ 6,190 $ 15,976
Total assets $ 98,344 $ 119,470
Working capital $ 21,447 $ 41,664
Our current principal sources of revenue are AZEDRA sales, royalties, and
development and commercial milestones from strategic partnerships. Our principal
sources of liquidity are our existing cash and cash equivalents. As of March 31,
2020, we had cash and cash equivalents of approximately $29.5 million, a
decrease of $12.5 million from $42.0 million at December 31, 2019, reflecting
primarily cash used for operating expenses and capital expenditures, partially
offset by the receipt of the $10.0 million RELISTOR sales milestone.
On February 20, 2020, we announced the signing of the Merger Agreement for the
proposed merger of Progenics with Lantheus Holdings. The Merger Agreement
reflects the renegotiation of certain of the terms of our original agreement for
the proposed merger entered into on October 1, 2019. On April 2, 2020, Progenics
and Lantheus Holdings announced their decision to reschedule their respective
special meetings of stockholders to vote on the matters related to the proposed
merger of Progenics and Lantheus Holdings from April 28, 2020 to June 16, 2020.
The rescheduling of the special meetings is intended to allow both companies the
time necessary to respond to the COVID-19 pandemic and its effect on each
company's business and on the combined entity.
While we strongly believe that the proposed merger with Lantheus Holdings
represents the best path forward for the Company, if the proposed merger is not
ultimately consummated, we will operate on a stand-alone basis and will continue
to have significant cash requirements to support product development activities,
commercialization of AZEDRA and pre-launch activities for PyL. The amount and
timing of our cash requirements will depend on the progress and success of our
clinical development programs, regulatory and market acceptance, and the
resources we devote to research and commercialization activities. Additionally,
under specified circumstances, we may be required to pay Lantheus Holdings a
termination fee of $18.34 million or reimburse Lantheus Holdings up to $5.2
million of its reasonable and out-of-pocket costs and expenses incurred in
connection with the Merger Agreement.
On March 15, 2020, Progenics, as borrower, and Lantheus Medical Imaging, as
lender, entered into the Bridge Loan Agreement, pursuant to which Lantheus
Medical Imaging agreed to provide for a secured short-term loan to the Company
on or after May 1, 2020 in an aggregate principal amount of up to $10 million.
The bridge loan matures on the earlier to occur of (a) September 30, 2020 and
(b) the date on which the Company enters into a debt financing or similar
arrangements or any amendment to, or replacement of, its existing debt, provided
by one or more third parties following the termination date of the Merger
Agreement, in either case, having aggregate net cash proceeds that exceed the
amount then required to repay all obligations under the Bridge Loan Agreement in
full in cash. The bridge loan bears interest at a rate per annum of 9.5% and is
secured through the pledge to Lantheus Medical Imaging of all of the issued and
outstanding shares of capital stock of MIP, and any debt of MIP owed to
Progenics. Progenics will use the proceeds of the bridge loan for working
capital and other general corporate purposes.
Consistent with regular practice for a growth-stage pharmaceutical or
biotechnology company, and as we have done in the past, we anticipate the need,
and are exploring options for, additional financing in order to meet our cash
requirements if the proposed merger with Lantheus Holdings is not consummated
and we believe we have a viable strategy to do so. However, there can be no
assurances that we will be able to obtain additional capital on acceptable terms
and in the amounts necessary to fully fund our current operating expenses or
reduced operating expenses reflecting delays or reductions in the scope of our
product development programs beyond one year from the date this annual report is
issued. As such, we believe there is substantial doubt regarding our ability to
continue as a going concern within one year after the date this Quarterly Report
on Form 10-Q is filed with the SEC. The financial statements do not include any
adjustments relating to the recoverability and classification of liabilities
that might be necessary should we be unable to continue as a going concern.
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Cash Flows
The following table is a summary of our cash flow activities (in thousands):
Three Months Ended
March 31,
2020 2019
Net cash used in operating activities $ (7,607 ) $ (18,519 )
Net cash used in investing activities $ (3,553 ) $ (8,491 )
Net cash used in financing activities $ (1,520 ) $ (1,037 )
Operating Activities
Net cash used in operating activities during the three months ended March 31,
2020 was primarily attributable to funding operating expenses, net of non-cash
items including the change in fair value of contingent consideration liability.
Investing Activities
Net cash used in investing activities during the three months ended March 31,
2020 was primarily related to capital expenditures to increase production
capacity to satisfy increasing expected demand and provide redundancy for
iodine-based products.
Financing Activities
Net cash used in financing activities during the three months ended March 31,
2020 was primarily attributable to repayment of debt under the Royalty-Backed
Loan with HealthCare Royalty Partners III, L.P, partially offset by proceeds
received from exercise of stock options.
Off-Balance Sheet Arrangements and Guarantees
We have no obligations under off-balance sheet arrangements and do not guarantee
the obligations of any other unconsolidated entity.
Critical Accounting Policies
We prepare our financial statements in conformity with accounting principles
generally accepted in the U.S. Our significant accounting policies are disclosed
in Note 2. Summary of Significant Accounting Policies to our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 2019. The selection and application of these accounting
principles and methods requires us to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues and expenses, as well as
certain financial statement disclosures. We evaluate these estimates on an
ongoing basis. We base these estimates on historical experience and on various
other assumptions that we believe reasonable under the circumstances. The
results of these evaluations form the basis for making judgments about the
carrying values of assets and liabilities that are not otherwise readily
apparent. While we believe that the estimates and assumptions, we use in
preparing the financial statements are appropriate, they are subject to a number
of factors and uncertainties regarding their ultimate outcome and, therefore,
actual results could differ from these estimates.
There have been no changes to our critical accounting policies and estimates as
of and for the three months ended March 31, 2020 as noted in Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in our Annual Report on Form 10-K for the year ended December 31, 2019.
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Recent Accounting Developments
Refer to our discussion of recently adopted accounting pronouncements and other
recent accounting pronouncements in Note 2. New Accounting Pronouncements to the
accompanying unaudited condensed consolidated financial statements included
elsewhere in this Quarterly Report on Form 10-Q.
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