Zilovertamab vedotin

Merck (NYSE: MRK), known as MSD outside of the United States and Canada, today announced the successful completion of the acquisition of Terns Pharmaceuticals, Inc. (“Terns”) (Nasdaq: TERN). “The Terns acquisition reflects Merck’s continued focus on science‑driven, value‑enhancing business development aimed at bringing meaningful innovation to patients,” said Robert M. Davis, chairman and chief executive officer, Merck. “We believe TERN‑701 has the potential to become a differentiated treatment option for certain patients with chronic myeloid leukemia, and we look forward to working with the Terns team to advance its clinical development.” TERN-701 was recently granted Breakthrough Therapy Designation (BTD) by the U.S. Food and Drug Administration (FDA) for the treatment of adults with Philadelphia chromosome-positive chronic myeloid leukemia (CML) in the chronic phase without the T315I mutation previously treated with two or more tyrosine kinase inhibitors (TKIs). The BTD designation for TERN-701 is based on data from the ongoing Phase 1/2 CARDINAL trial (NCT06163430). Merck completed the cash tender offer, through a subsidiary, for all the outstanding shares of common stock of Terns at a purchase price of $53.00 per share, without interest and subject to any applicable tax withholding. As of the tender offer expiration at one minute after 11:59 p.m., Eastern Time, on May 4, 2026, 100,091,794 shares of Terns common stock were validly tendered and not validly withdrawn, representing approximately 86.36% of the total number of Terns’ issued and outstanding shares of common stock as of such date and time. All such shares have been accepted for payment in accordance with the terms of the tender offer, and Merck, on behalf of its subsidiary, will promptly pay for such shares. Following the completion of the tender offer, Merck completed the acquisition of Terns through a merger of Merck’s wholly-owned subsidiary with and into Terns, with Terns being the surviving corporation, in which all shares of Terns common stock issued and outstanding at the effective time of the merger were converted into the right to receive cash equal to the $53.00 offer price per share, without interest and subject to any applicable tax withholding. At the completion of the merger, Terns became a wholly-owned subsidiary of Merck and Terns’ common stock will no longer be listed or traded on the Nasdaq Global Select Market. The transaction is expected to be accounted for as an asset acquisition, resulting in a charge to research and development expense of approximately $5.8 billion, or approximately $2.35 per share, included in both second quarter and full year 2026 GAAP and non-GAAP results. Additionally, GAAP and non-GAAP EPS are expected to be negatively impacted by approximately $0.12 per share in 2026, representing costs associated with advancing TERN-701 and costs of financing. TERN-701 is a novel investigational oral allosteric BCR::ABL1 tyrosine kinase inhibitor (TKI) designed to bind to the ABL myristoyl pocket, with a potentially best-in-disease profile that could improve upon existing treatments for certain patients with chronic myeloid leukemia (CML). Chronic myeloid leukemia (CML) is a slow growing type of blood cancer that leads to an overproduction of white blood cells that accumulate in the blood and bone marrow, disrupting the production of healthy blood cells. CML is commonly associated with the Philadelphia chromosome, a translocation between chromosomes 9 and 22 that results in constitutive activation of the BCR::ABL1 fusion protein, which fuels cancer growth. Merck is advancing a pipeline of hematology candidates targeting a diverse range of targets across leukemias, lymphomas and myeloproliferative neoplasms. Candidates in Phase 3 development include: bomedemstat (MK-3543), an investigational, orally available lysine-specific demethylase 1 (LSD1) inhibitor; nemtabrutinib (MK-1026), an investigational, non-covalent Bruton’s tyrosine kinase (BTK) inhibitor; and zilovertamab vedotin (MK-2140), an investigational antibody-drug conjugate (ADC) that targets receptor tyrosine kinase-like orphan receptor 1 (ROR1). Additionally, MK-1045, an investigational CD19xCD3 T-cell engager, is currently being evaluated in a Phase 1b/2 trial. At Merck, known as MSD outside of the United States and Canada, we are unified around our purpose: We use the power of leading-edge science to save and improve lives around the world. For more than 130 years, we have brought hope to humanity through the development of important medicines and vaccines. We aspire to be the premier research-intensive biopharmaceutical company in the world – and today, we are at the forefront of research to deliver innovative health solutions that advance the prevention and treatment of diseases in people and animals. We foster a diverse and inclusive global workforce and operate responsibly every day to enable a safe, sustainable and healthy future for all people and communities. The content above comes from the network. if any infringement, please contact us to modify.

Merck (NYSE: MRK) has entered into a definitive agreement to acquire Terns Pharmaceuticals (Nasdaq: TERN), a clinical-stage oncology company, for USD 53.00 per share in an all-cash transaction valued at approximately USD 6.7 billion. The Merck Terns Pharmaceuticals acquisition positions the pharma company to consolidate its presence in hematology through TERN-701, an oral allosteric BCR::ABL1 tyrosine kinase inhibitor currently in Phase I/II development for chronic myeloid leukemia. The transaction represents approximately USD 5.7 billion net of acquired cash and carries a premium of 31% to the 60-day and 42% to the 90-day volume-weighted average stock price as of March 24, 2026. The deal contains no disclosed milestone payments, contingent value rights, or earn-out provisions. Merck will execute the acquisition through a tender offer requiring a majority of Terns stockholders to tender their shares, with closing expected in Q2 2026 following expiration of the Hart-Scott-Rodino waiting period. The transaction will be accounted for as an asset acquisition, resulting in an approximately USD 5.8 billion charge (approximately USD 2.35 per share) recognized in both Q2 and full-year 2026 GAAP and non-GAAP results. The asset acquisition classification means the acquired in-process R&D will be expensed immediately rather than capitalized. TERN-701: Mechanism and clinical status TERN-701 is a BCR-ABL1 tyrosine kinase inhibitor designed to bind to the ABL myristoyl pocket, an allosteric site distinct from the ATP-binding domain targeted by earlier-generation TKIs. CML is driven by the Philadelphia chromosome, a translocation between chromosomes 9 and 22 that produces constitutive activation of the BCR::ABL1 fusion protein, which fuels malignant white blood cell proliferation. The compound is being evaluated in the CARDINAL trial (NCT06163430), a global multi-center dose escalation and expansion study enrolling patients with Ph+ chronic phase CML who experienced treatment failure, suboptimal response, or intolerance to at least one prior TKI. The dose escalation portion completed in January 2025 with no dose-limiting toxicities observed up to 500 mg QD. Dose expansion initiated in April 2025 across two cohorts (320 mg and 500 mg QD), and in January 2026 an additional cohort was added to evaluate activity against BCR::ABL1 resistance mutations including T315I, M244V, and F359I/C/V. The FDA granted Orphan Drug Designation for TERN-701 in CML in March 2024. Clinical data reported to date indicate rates of major molecular response and deep molecular response by week 24, including in patients with high disease burden who had received multiple prior therapy lines, with low rates of severe adverse events and discontinuations. Specifically, Terns reported a 75% cumulative MMR rate by 24 weeks in 32 efficacy-evaluable patients. The strategic context The TERN-701 CML program joins a Merck hematology pipeline that already includes three Phase III candidates: bomedemstat (LSD1 inhibitor), nemtabrutinib (non-covalent BTK inhibitor), and zilovertamab vedotin (ROR1-targeting ADC), along with MK-1045 (CD19×CD3 T-cell engager) in Phase Ib/II. The Terns buyout extends a pattern of aggressive deal-making driven by the approaching Keytruda patent cliff (~2028). Merck’s recent transactions include the USD 9 billion purchase of influenza-focused Cidara Therapeutics, Inc. (Nasdaq: CDTX), the USD 10 billion purchase of Verona Pharma for a COPD therapy, and the USD 10.8 billion acquisition of immunology-focused Prometheus Biosciences. In the chronic myeloid leukemia treatment landscape, TERN-701 enters a competitive field. Novartis markets asciminib (Scemblix), the first approved allosteric BCR::ABL1 inhibitor, which received FDA approval in 2022 for Ph+ CML after two or more prior TKIs and gained a first-line CML indication based on the ASC4FIRST trial. Sun Pharma Advanced Research is developing denimsertib, another allosteric BCR::ABL1 inhibitor in clinical development. Earlier-generation ATP-competitive TKIs from Novartis (imatinib, nilotinib), Bristol Myers Squibb (dasatinib), and Pfizer (bosutinib) remain standards of care, though resistance mutations and tolerability limitations persist across these agents. Your email address will not be published. Required fields are marked * Comment * Name * Email * Website