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Fortress Biotech Announces Closing of Acquisition of Caelum Biosciences by AstraZeneca Triggers upfront payment of approximately $150 million to Caelum shareholders, of which approximately $64 million is payable to Fortr

Key Takeaway: Fortress Biotech Announces Closing of Acquisition of Caelum Biosciences by AstraZeneca Triggers upfront payment of approximately $150 million to Caelum shareholders, of which approximately $64 million is payable to Fortress Biotech1 New York, NY and Bordentown, NJ - October

Full Press Release Details

Fortress Biotech Announces Closing of Acquisition
of Caelum Biosciences by AstraZeneca
Triggers upfront payment
of approximately $150 million to Caelum shareholders, of which approximately $64 million is payable to Fortress Biotech1
New York, NY and Bordentown, NJ - October
6, 2021 - Fortress Biotech, Inc. (NASDAQ: FBIO) ("Fortress"), an innovative biopharmaceutical company focused on
acquiring, developing and commercializing or monetizing promising biopharmaceutical products and product candidates cost-effectively,
and a company it founded, Caelum Biosciences, Inc. ("Caelum"), a biotechnology company developing treatments for rare and
life-threatening diseases with two ongoing Phase 3 clinical trials, today announced the closing of AstraZeneca's acquisition of
Caelum, pursuant to the Development, Option and Stock Purchase Agreement in place between Fortress, Caelum, AstraZeneca's Alexion
and the other parties thereto (as amended, the "DOSPA").
AstraZeneca acquired Caelum for the agreed option
exercise price of approximately $150 million. Distributions will be made to all existing Caelum stockholders. The agreement also provides
for additional potential payments to Caelum stockholders totaling up to $350 million, payable upon the achievement of regulatory and
commercial milestones.
Fortress is eligible to receive approximately
43 percent of all proceeds from the transaction.
About Fortress Biotech
Fortress Biotech, Inc. ("Fortress")
is an innovative biopharmaceutical company that was ranked in Deloitte's 2019 and 2020 Technology Fast 500 , annual rankings
of the fastest-growing North American companies in the technology, media, telecommunications, life sciences and energy tech sectors,
based on percentages of fiscal year revenue growth over three-year periods. Fortress is focused on acquiring, developing and commercializing
high-potential marketed and development-stage drugs and drug candidates. The company has seven marketed prescription pharmaceutical products
and over 25 programs in development at Fortress, at its majority-owned and majority-controlled partners and at partners it founded and
in which it holds significant minority ownership positions. Such product candidates span six large-market areas, including oncology,
rare diseases and gene therapy, which allow it to create value for shareholders. Fortress advances its diversified pipeline through a
streamlined operating structure that fosters efficient drug development. The Fortress model is driven by a world-class business development
team that is focused on leveraging its significant biopharmaceutical industry expertise to further expand the company's portfolio
of product opportunities. Fortress has established partnerships with some of the world's leading academic research institutions
and biopharmaceutical companies to maximize each opportunity to its full potential, including Alexion Pharmaceuticals, Inc., AstraZeneca,
City of Hope, Fred Hutchinson Cancer Research Center, St. Jude Children's Research Hospital, Nationwide Children's Hospital
and Sentynl Therapeutics, Inc. For more information, visit www.fortressbiotech.com.
Ten percent of the upfront option exercise fee would be held in escrow to satisfy potential indemnification obligations, if any.
About Caelum Biosciences
Inc. ("Caelum") is a clinical-stage biotechnology company developing treatments for rare and life-threatening diseases. Caelum's
lead asset, CAEL-101, is a novel antibody for the treatment of patients with light chain ("AL") amyloidosis. In 2019, Caelum
entered a collaboration agreement with Alexion Pharmaceuticals, Inc. ("Alexion") under which Alexion acquired a minority
equity interest in Caelum and an exclusive option to acquire the remaining equity in the company. In July 2021, Alexion was acquired
by AstraZeneca, triggering a six-month period in which AstraZeneca had the option to acquire Caelum. Caelum was acquired by AstraZeneca
on October 5, 2021. Caelum was founded by Fortress Biotech, Inc. (NASDAQ: FBIO). For more information, visit www.caelumbio.com.
Forward-Looking Statements
This press release may contain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
as amended. As used below and throughout this press release, the words "we", "us" and "our" may refer
to Fortress individually or together with one or more partner companies, as dictated by context. Such statements include, but are not
limited to, any statements relating to our growth strategy and product development programs and any other statements that are not historical
facts. Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties that
could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results
to differ materially from those currently anticipated include: risks relating to our growth strategy; our ability to obtain, perform
under and maintain financing and strategic agreements and relationships; risks relating to the results of research and development activities;
uncertainties relating to preclinical and clinical testing; risks relating to the timing of starting and completing clinical trials;
our dependence on third-party suppliers; risks relating to the COVID-19 outbreak and its potential impact on our employees' and
consultants' ability to complete work in a timely manner and on our ability to obtain additional financing on favorable terms or
at all; our ability to attract, integrate and retain key personnel; the early stage of products under development; our need for substantial
additional funds; government regulation; patent and intellectual property matters; competition; as well as other risks described in our
SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which
any such statement is based, except as may be required by law, and we claim the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. The information contained herein is intended to be reviewed in its
totality, and any stipulations, conditions or provisos that apply to a given piece of information in one part of this press release should
be read as applying mutatis mutandis to every other instance of such information appearing herein.
Jaclyn Jaffe and Bill Begien
Fortress Biotech, Inc.
Media Relations Contact:
Last updated: Oct 6, 2021