otal deal size of approximately ~$650M, including over $150M in upfront and near-term milestones

Neuraxpharm’s dedicated neurology focus and established European presence makes them an attractive partner for BRIUMVI’s European launch, targeted within the next six months

 TG retains strategic flexibility with an option to buy back all rights under this agreement if TG is acquired

Conference call to be held today, August 1, 2023 at 8:30 AM ET/13:30 PM BST

New York, NY and Düsseldorf, Germany  (August 1, 2023) – TG Therapeutics, Inc. (NASDAQ: TGTX) (TG) and Neuraxpharm Group (Neuraxpharm), a leading European specialty pharmaceutical company focused on the treatment of central nervous system (CNS) disorders, today announced an agreement for the ex-US commercialization of BRIUMVI® (ublituximab). BRIUMVI is the first and only anti-CD20 monoclonal antibody approved in the United States (US) and European Union (EU) for adult patients with relapsing forms of multiple sclerosis (RMS) that can be administered in a one-hour infusion, twice a year, following the starting dose. Neuraxpharm is backed by funds advised by the global private equity firm, Permira.

Michael S. Weiss, TG’s Chairman and Chief Executive Officer, stated, “We are very excited to be partnering with Neuraxpharm to launch BRIUMVI in Europe. Their neurology-focused approach, broad European platform and entrepreneurial organization really resonated with us as an attractive partner for BRIUMVI.” Mr. Weiss continued, “From a deal perspective, the terms provided us many important benefits, including an upfront payment further solidifying our balance sheet, attractive economic terms providing meaningful participation in the ex-US success of BRIUMVI, an experienced neurology team ready to rapidly launch BRIUMVI, and the strategic flexibility to buy back the commercial rights over the next two years in the event of an acquisition of TG.”

Dr. Jörg-Thomas Dierks, Chief Executive Officer of Neuraxpharm, stated, “As the leading CNS Company in Europe with direct presence in over 20 countries, we believe BRIUMVI is an ideal product to bring within our portfolio, and its unique attributes support its potential to become a leading treatment option for patients with relapsing forms of MS. We are committed to the success of BRIUMVI, due to the positive impact it can make on patients’ lives, and we will be making BRIUMVI our highest priority, adding 100+ new MS specialists to our already deep CNS commercial team. We look forward to working with TG Therapeutics and launching BRIUMVI in Europe within the next six months, building further on Neuraxpharm’s position as Europe’s leading CNS specialist.”

Under the terms of the commercialization agreement, TG Therapeutics will receive an upfront payment of $140 million plus an additional $12.5 million upon launch in the first EU country and is eligible to receive up to an additional $492.5 million in milestone-based payments on achievement of certain launch and commercial milestones. The total deal is valued at up to $645 million in upfront and milestone payments. In addition, TG will receive tiered double-digit royalties on net product sales up to 30%. In exchange, Neuraxpharm will have the exclusive right to commercialize BRIUMVI in territories outside the United States, Canada, and Mexico, which are retained by TG, and excluding certain Asian countries previously partnered. Additionally, TG Therapeutics retains an option to buy back all rights under the commercialization agreement for a period of two years in the event of a change in control of TG.

BRIUMVI is currently approved and commercially available in the US for patients with RMS, to include clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease, in adults. BRIUMVI has also been approved by the European Commission (EC) for the treatment of adult patients with RMS who have active disease defined by clinical or imaging features. With this approval, the centralised marketing authorisation is valid in all EU Member States, Iceland, Norway and Liechtenstein. Approval in the United Kingdom (UK) and Switzerland will also be pursued.

J.P. Morgan Securities LLC served as exclusive financial advisor for TG Therapeutics, Inc. and DLA Piper provided legal counsel. PJT Partners served as the financial advisor for Neuraxpharm and Clifford Chance provided legal counsel.

CONFERENCE CALL INFORMATION

TG Therapeutics will discuss this announcement on a previously announced second quarter 2023 conference call today at 8:30 AM ET.  In order to participate in the conference call, please call 1-877-407-8029 (U.S.), 1-201-689-8029 (outside the U.S.), Conference Title: TG Therapeutics.

A live webcast will be available on the Events page, located within the Investors & Media section, of the Company’s website at www.tgtherapeutics.com. An audio recording of the conference call will also be available for replay at www.tgtherapeutics.com for a period of 30 days after the call.

ABOUT BRIUMVI® (ublituximab-xiiy) 150 mg/6 mL Injection for IV

BRIUMVI is a novel monoclonal antibody that targets a unique epitope on CD20-expressing B-cells. Targeting CD20 using monoclonal antibodies has proven to be an important therapeutic approach for the management of autoimmune disorders, such as RMS. BRIUMVI is uniquely designed to lack certain sugar molecules normally expressed on the antibody. Removal of these sugar molecules, a process called glycoengineering, allows for efficient B-cell depletion at low doses.

BRIUMVI is indicated in the US for the treatment of adults with RMS, to include clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease and in the EU for the treatment of adult patients with RMS with active disease defined by clinical or imaging features.

Highlights from the EU Label for BRIUMVI®

In the EU, BRIUMVI is indicated for the treatment of adult patients with relapsing forms of multiple sclerosis (RMS) with active disease defined by clinical or imaging features.

CONTRAINDICATIONS:

• Hypersensitivity to the active substance or to any of the excipients
• Severe active infection
• Patients in a severely immunocompromised state
• Known active malignancies

 SPECIAL WARNINGS AND PRECAUTIONS FOR USE

 Traceability: The name and the batch number of the administered product should be clearly recorded.

 Infusion-related reactions (IRRs): Symptoms of IRR may include pyrexia, chills, headache, tachycardia, nausea, abdominal pain, throat irritation, erythema, and anaphylactic reaction.

Patients should premedicate with a corticosteroid and an antihistamine to reduce the frequency and severity of IRRs. The addition of an antipyretic (e.g., paracetamol) may also be considered. Patients treated with ublituximab should be observed during infusions. Patients should be monitored for at least one hour after the completion of the first two infusions. Subsequent infusions do not require monitoring post-infusion unless IRR and/or hypersensitivity has been observed. Physicians should inform patients that IRRs can occur up to 24 hours after the infusion.

 Infections: Administration must be delayed in patients with an active infection until the infection is resolved.

 It is recommended to verify the patient’s immune status before dosing since severely immunocompromised patients (e.g., significant neutropenia or lymphopenia) should not be treated. Ublituximab has the potential for serious, sometimes life-threatening or fatal, infections. Most of the serious infections that occurred in controlled clinical trials in RMS resolved. There were 3 infection-related deaths that occurred, all in patients treated with ublituximab; the infections leading to death were post-measles encephalitis, pneumonia, and postoperative salpingitis following an ectopic pregnancy.

Progressive Multifocal Leukoencephalopathy (PML): John Cunningham virus (JCV) infection resulting in PML has been observed very rarely in patients treated with anti-CD20 antibodies and mostly associated with risk factors (e.g., patient population, lymphopenia, advanced age, polytherapy with immunosuppressants). Physicians should be vigilant for the early signs and symptoms of PML, which can include any new onset, or worsening of neurological signs or symptoms, as these can be similar to MS disease.

If PML is suspected, dosing with ublituximab must be withheld. Evaluation including Magnetic Resonance Imaging (MRI) scan preferably with contrast (compared with pre-treatment MRI), confirmatory cerebro-spinal fluid (CSF) testing for JCV Deoxyribonucleic acid (DNA) and repeat neurological assessments, should be considered. If PML is confirmed, treatment must be discontinued permanently.

Hepatitis B Virus (HBV) Reactivation: HBV reactivation, in some cases resulting in fulminant hepatitis, hepatic failure and death, has been observed in patients treated with anti-CD20 antibodies.

 HBV screening should be performed in all patients before initiation of treatment as per local guidelines. Patients with active HBV (i.e., an active infection confirmed by positive results for HBsAg and anti HB testing) should not be treated with ublituximab. Patients with positive serology (i.e., negative for HBsAg and positive for HB core antibody (HBcAb +) or who are carriers of HBV (positive for surface antigen, HBsAg+) should consult liver disease experts before starting the treatment and should be monitored and managed following local medical standards to prevent hepatitis B reactivation.

 Vaccinations: The safety of immunisation with live or live-attenuated vaccines, during or following therapy has not been studied and vaccination with live-attenuated or live vaccines is not recommended during treatment and not until B-cell repletion. All immunisations should be administered according to immunisation guidelines at least 4 weeks prior to treatment initiation for live or live-attenuated vaccines and, whenever possible, at least 2 weeks prior to treatment initiation for inactivated vaccines.

Vaccination of infants born to mothers treated with ublituximab during pregnancy: In infants of mothers treated with ublituximab during pregnancy, live or live-attenuated vaccines should not be administered before the recovery of B-cell counts has been confirmed. Depletion of B cells in these infants may increase the risks associated with live or live-attenuated vaccines. Measuring CD19-positive B-cell levels, in neonates and infants, prior to vaccination is recommended.

Inactivated vaccines may be administered as indicated prior to recovery from B-cell depletion. However, assessment of vaccine immune responses, including consultation with a qualified specialist, should be considered to determine whether a protective immune response was mounted. The safety and timing of vaccination should be discussed with the infant’s physician.

Sodium: This medicinal product contains less than 1 mmol sodium (23 mg) per dose, that is to say essentially  ‘sodium-free’.

UNDESIRABLE EFFECTS

Summary of the safety profile: The most important and frequently reported adverse reactions are IRRs (45.3%) and infections (55.8%).

The full SmPC approved in the EU can be consulted in:  Briumvi | European Medicines Agency (europa.eu).

Please visit www.briumvi.com for U.S. Important Safety Information for BRIUMVI or please see U.S. Full Prescribing Information.

ABOUT MULTIPLE SCLEROSIS

Relapsing multiple sclerosis (RMS) is a chronic demyelinating disease of the central nervous system (CNS) and includes people with relapsing-remitting multiple sclerosis (RRMS) and people with secondary progressive multiple sclerosis (SPMS) who continue to experience relapses. RRMS is the most common form of multiple sclerosis (MS) and is characterized by episodes of new or worsening signs or symptoms (relapses) followed by periods of recovery. It is estimated that nearly 1 million people are living with MS in the United States and approximately 85% are initially diagnosed with RRMS.^1,2 The majority of people who are diagnosed with RRMS will eventually transition to SPMS, in which they experience steadily worsening disability over time. Worldwide, more than 2.3 million people have a diagnosis of MS.¹

ABOUT TG THERAPEUTICS

TG Therapeutics is a fully integrated, commercial stage, biopharmaceutical company focused on the acquisition, development and commercialization of novel treatments for B-cell diseases. In addition to a research pipeline including several investigational medicines, TG has received approval from the U.S. FDA for BRIUMVI® (ublituximab-xiiy), for the treatment of adult patients with relapsing forms of multiple sclerosis, to include clinically isolated syndrome, relapsing-remitting disease, and active secondary progressive disease, as well as European Commission (EC) approval for BRIUMVI to treat adult patients with RMS who have active disease defined by clinical or imaging features. For more information, visit www.tgtherapeutics.com, and follow us on Twitter @TGTherapeutics and on LinkedIn.

ABOUT THE NEURAXPHARM GROUP

Neuraxpharm is a leading European specialty pharmaceutical company focused on the treatment of the central nervous system (CNS), including both psychiatric and neurological disorders. With more than 90% of its sales in CNS, it has a unique understanding and in-depth knowledge of this market built over 35 years. The company develops and commercializes a portfolio of more than 120 molecules through a direct presence in more than 20 countries in Europe, two in Latin America, and globally via partners in more than 40 countries. Neuraxpharm is constantly innovating, with new products and solutions to address unmet patient needs and is expanding its portfolio through its pipeline, partnerships and acquisitions. Neuraxpharm recently acquired 17 CNS brands from Sanofi, expanded its portfolio into medical devices and digital health with mjn-neuro, and completed a strategic in-license agreement with Minoryx for an orphan CNS indication. The company has a Health Tech Center, with more than 50 scientists focused on innovation and R&D, and manufactures part of its pharmaceutical products at Neuraxpharm Pharmaceuticals (formerly Laboratorios Lesvi) in Spain. Neuraxpharm is backed by funds advised by the global private equity firm, Permira. For more information, please visit www.neuraxpharm.com.

Cautionary Statement

This press release contains forward-looking statements that involve a number of risks and uncertainties. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Any forward-looking statements in this press release are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release. In addition to the risk factors identified from time to time in our reports filed with the U.S. Securities and Exchange Commission (SEC), factors that could cause our actual results to differ materially include the below.

Such forward looking statements include but are not limited to statements regarding expectations for the continuing success of BRIUMVI® (ublituximab-xiiy) for RMS in the US markets, the timing and success of our commercial launch and availability of BRIUMVI for RMS in the EU and other ex-US markets; anticipated healthcare professional and patient acceptance and use of BRIUMVI for either the indication of use approved by the FDA or those approved by the EC; statements regarding the results of the ULTIMATE I & II Phase 3 studies; statements regarding the Company’s beliefs about the benefits that BRIUMVI could provide to RMS patients; and statements regarding the Company’s expectations regarding future sales of BRIUMVI and the outcome of continuing studies, potential future approvals, and sales of BRIUMVI, and the related impact on the potential sales-based milestone payments under the commercialization agreement, and the Company’s and Neuraxpharm’s plans and expectations for the launch and impact of BRIUMVI in the EU.

Additional factors that could cause our actual results to differ materially include the following: the Company’s ability to establish and maintain a commercial infrastructure for BRIUMVI, and to successfully or in the timeframe projected, market and sell BRIUMVI in the US or the EU; the risk that early trends in prescriptions are not maintained or that prescriptions are not filled; the failure to obtain and maintain payor coverage; the risk that early healthcare provider interest in BRIUMVI will not be sustained; the risk that momentum in US sales for BRIUMVI will not build or remain consistent; the risk that the US BRIUMVI launch does not continue to exceed expectations;the risk that the EU BRIUMVI launch does not meet or exceed expectations; the failure to obtain and maintain requisite regulatory approvals, including the risk that the Company fails to satisfy post-approval regulatory requirements, the potential for variation from the Company’s projections and estimates about the potential market for BRIUMVI due to a number of factors, including, further limitations that regulators may impose on the required labeling for BRIUMVI (such as modifications, resulting from safety signals that arise in the post-marketing setting or in the long-term extension study from the ULTIMATE I and II clinical trials); the Company’s ability to meet post-approval compliance obligations (on topics including but not limited to product quality, product distribution and supply chain, pharmacovigilance, and sales and marketing); the Company’s reliance on third parties for manufacturing, distribution and supply, and other support functions for our clinical and commercial products, including BRIUMVI, and the ability of the Company and its manufacturers and suppliers to produce and deliver BRIUMVI to meet the market demand for BRIUMVI; potential regulatory challenges to the Company’s plans to seek marketing approval for the product in jurisdictions outside of the U.S.and the EU; the uncertainties inherent in research and development; the risk that any individual patient’s clinical experience in the post-marketing setting, or the aggregate patient experience in the post-marketing setting, may differ from that demonstrated in controlled clinical trials such as ULTIMATE I and II; the possible occurrence of any event, change or other circumstance or condition that could give rise to the termination of the commercialization agreement or other material agreements; the potential for litigation relating to the commercialization of BRIUMVI; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the commercialization agreement or any other proposed transaction; the risk that the Company will not receive some or all of the potential sales-based milestone payments owed; and general political, economic and business conditions that could have an adverse impact on our research and development plans or commercialization efforts. Further discussion about these and other risks and uncertainties can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in our other filings with the U.S. Securities and Exchange Commission.

Any forward-looking statements set forth in this press release speak only as of the date of this press release. We do not undertake to update any of these forward-looking statements to reflect events or circumstances that occur after the date hereof. This press release and prior releases are available at www.tgtherapeutics.com. The information found on our website is not incorporated by reference into this press release and is included for reference purposes only.

TG THERAPEUTICS CONTACT INFORMATION:

Investor Relations

Email: ir@tgtxinc.com

Telephone: 1.877.575.TGTX (8489), Option 4

Media Relations:

Email: media@tgtxinc.com

Telephone: 1.877.575.TGTX (8489), Option 6

NEURAXPHARM CONTACT INFORMATION:

Nick Bastin / Charlotte Hepburne-Scott / Zoe Bolt / Elena Bates

Tel: +44 (0)203 882 9621

Neuraxpharm@optimumcomms.com

Source:- NeuraxPharm