Princeton:Bristol Myers Squibband Orbital Therapeutics have announced a definitive agreement under which Bristol Myers Squibb will acquire Orbital for USD 1.5 billion. “In vivoCAR T represents a novel treatment approach that could redefine how we treat autoimmune diseases,” said Robert Plenge, MD, PhD, executive vice president, Chief Research Officer, BMS. “This acquisition enhances our robust cell therapy research platform and provides an opportunity to advance a potential best-in-class therapy designed to deplete autoreactive B cells and reset the immune system. We are excited by the promise this holds for patients with autoimmune diseases who are waiting for better options.” The acquisition includes Orbital’s lead RNA immunotherapy preclinical candidate currently in IND-enabling studies, OTX-201, which comprises an optimized circular RNA encoding a CD19-targeted CAR forin vivoexpression delivered via targeted lipid nanoparticles (LNPs). Thisin vivoapproach, in which the patient’s own body serves as the manufacturer of CAR T-cells, has the potential to offer a reduced treatment burden and improved accessibility compared to ex vivo CAR T-cell therapies. Additionally, BMS will acquire Orbital’s proprietary RNA platform, which integrates circular and linear RNA engineering, advanced LNP delivery, and AI-driven design to enable durable, programmable RNA therapies tailored to the distinct biology of a broad spectrum of diseases. “With the acquisition of Orbital Therapeutics and its next-generation RNA platform, we have an incredible opportunity to make CAR T-cell therapy more efficient and accessible to more patients,” said Lynelle B. Hoch, president, Cell Therapy Organization, BMS. “As a leader in cell therapy, we are uniquely positioned to evaluate multiple different platform approaches to induce immune reset in autoimmune diseases and continue to optimizein vivotechnology in clinical development.” “This agreement with Bristol Myers Squibb, a recognized leader in global medicine, marks a transformational moment for Orbital and the advancement of RNA medicine,” said Ron Philip, Chief Executive Officer, Orbital Therapeutics. “Since inception, Orbital has made significant strides developing a differentiated RNA platform designed to enable a new generation of RNA medicines that reach more tissues, address more diseases, and benefit more patients. The promising early data from our lead program, OTX-201, underscore the strength of this approach and the potential of our integrated RNA technologies. Together, we aim to deliver RNA medicines that provide patients with treatments that are simpler, safer, and more accessible compared to today’s complex therapies.” Under the terms of the agreement, Bristol Myers Squibb will pay $1.5 billion in cash at closing to acquire Orbital, which is subject to the satisfaction of customary closing conditions, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and until then, Bristol Myers Squibb and Orbital will continue to operate as separate and independent companies. The accounting treatment as a business combination or asset acquisition will be determined upon the expected close of the transaction. Covington & Burling LLP is serving as legal counsel to Bristol Myers Squibb. Centerview Partners LLC is serving as exclusive financial advisor to Orbital Therapeutics, and Goodwin Proctor LLP is serving as legal counsel.