Verastem Oncology Signs Definitive Agreement to Sell COPIKTRA (duvelisib) Rights to Secura Bio to Focus on Development of VS-6766 and Defactinib in KRAS Mutant Solid Tumors Verastem Will Receive $70 Million Up-Front with

Verastem Oncology Signs Definitive Agreement to Sell COPIKTRA (duvelisib) Rights to Secura Bio to Focus on Development of

VS-6766 and Defactinib in KRAS Mutant Solid Tumors

Will Receive $70 Million Up-Front with Total Deal Value up to $311 Million, Plus Double-Digit Sales Royalties

Upon Closing, Verastem's Current

Programs Will Be Funded Until At Least 2024 to Develop VS-6766 and Defactinib in Low-Grade Serous Ovarian Cancer and KRAS Mutant

Non-Small Cell Lung Cancer

Phase 2 Registration-Directed Trials

Expected to Commence by Year End 2020 in Both Low-Grade Serous Ovarian Cancer and KRAS Mutant Non-Small Cell Lung Cancer

Enrollment in Ongoing Investigator-Initiated

Phase 1/2 FRAME Study of VS-6766 and Defactinib Now Expanding to Include Pancreatic, KRAS Mutant Endometrial and KRAS-G12V Non-Small

Cell Lung Cancer Cohorts

- August 10, 2020 - Verastem, Inc. (Nasdaq:VSTM) (also known as Verastem Oncology), a biopharmaceutical

company committed to advancing new medicines for patients battling cancer, today announced that it has entered into a definitive

agreement to sell its global commercial and development rights to COPIKTRA (duvelisib), its marketed oral inhibitor of phosphoinositide

3-kinase (PI3K), and the first FDA-approved dual inhibitor of PI3K-delta and PI3K-gamma, to Secura Bio, Inc., an integrated biopharmaceutical

company dedicated to the worldwide commercialization of significant oncology therapies.

sale of COPIKTRA follows the Company's previously announced strategic direction to focus on maximizing the broad potential

of its RAF/MEK inhibitor (VS-6766) and FAK inhibitor (defactinib) program in KRAS mutant (KRASmt) solid tumors. Upon closing

of the transaction with Secura Bio, Verastem will be dedicated to the development of this program and to deliver on clinical and

regulatory milestones for the first potential indications in low-grade serous ovarian cancer (LGSOC) and KRASmt non-small cell

lung cancer (NSCLC). Both LGSOC and KRASmt NSCLC are areas of high unmet patient need as there are no approved treatments and existing

therapies have low response rates.

focusing our expertise and efforts on rapidly advancing the RAF/MEK/FAK development program, we believe we will be providing

the best path forward for patients, customers, our shareholders and our company. These strategic decisions will enable us to best

deliver on our mission to advance new medicines on behalf of cancer patients," said Brian Stuglik, Chief Executive Officer

of Verastem Oncology. "The agreement with Secura Bio will ensure COPIKTRA continues to help more patients, leveraging the

established commercial structure, support of ongoing clinical study and potential expansion into new indications."

Terms of the Definitive

Verastem will receive an up-front payment of $70 million upon the closing of the transaction and is eligible to receive

up to a total deal value of $311 million if certain regulatory and sales-based milestones are successfully met by Secura Bio and

COPIKTRA's other rest-of-world partners, including:

exchange, Secura Bio will receive an exclusive worldwide license for the research, development, commercialization and manufacture

of COPIKTRA in all oncology indications. Secura Bio will assume all operational and financial responsibility for activities that

were previously part of Verastem's duvelisib program, including commercialization efforts in the United States and Europe,

ongoing clinical trials, Verastem's partnerships with Yakult, CSPC and Sanofi and existing royalty obligations. Secura

Bio and Verastem are also in discussions related to the transfer of Verastem's field sales and medical professionals.

The transaction with Secura Bio is subject to customary closing

conditions and is expected to close in the third quarter of 2020.*

VS-6766 and Defactinib Program Progress

and Registration-Directed Trials

Verastem announced today that the company

met with the FDA in July 2020 to discuss the registration-directed study design for the VS-6766/defactinib combination in patients

with LGSOC. The FDA was supportive of the Company's development strategy and adaptive design for LGSOC.

NSCLC study will also be an adaptive design with a focus on patients with KRAS-G12V mutant tumors. Verastem intends to seek input

from the FDA after completing the initial cohort of the lung cancer study. Verastem expects to commence registration-directed

clinical trials for potential accelerated approval in LGSOC and KRASmt NSCLC by the end of 2020.

is continuing its clinical collaboration with the Drug Development Unit at ICR/Royal Marsden Hospital. The ongoing investigator-initiated

Phase 1/2 FRAME study evaluating the combination of VS-6766 with defactinib in LGSOC, KRASmt NSCLC and colorectal cancer (CRC)

has resumed normal accrual and reporting rates following the global lockdown resulting from the COVID-19 pandemic. The FRAME

study is now expanding to include new cohorts in pancreatic cancer, KRASmt endometrial cancer and KRAS-G12V NSCLC. Verastem expects

that additional data from the LGSOC cohort of the FRAME study will be made available in September, including presentation at the

2nd Annual RAS-Targeted Drug Development Conference. The Company also expects that additional data from the NSCLC cohort

of the FRAME study will be submitted to the International Association for the Study of Lung Cancer (IASLC) World Lung Cancer Conference,

taking place in January 2021.

also begun preclinical combination studies investigating VS-6766 and defactinib in combination with KRAS-G12C inhibitors and initial

data will be presented at the 2nd Annual RAS-Targeted Drug Development Conference. Based on the positive preclinical

data presented at the AACR 2020 Virtual Annual Meeting II, Verastem plans to support a Phase 2 investigator-initiated study evaluating

the combination of VS-6766 and defactinib in uveal melanoma, which is expected to begin in late 2020.

Corporate and Financial Overview

the sale of COPIKTRA, Verastem will become a focused development company with reduced annual expenses of approximately $50 million.

The company is in a position of financial strength with a cash runway expected to fund the clinical and regulatory milestones

and development of VS-6766 and defactinib in LGSOC and KRASmt NSCLC until at least 2024.

known as CH5126766, CKI27 and RO5126766) is a unique inhibitor of the RAF/MEK signaling pathway. In contrast to other MEK inhibitors

in development, VS-6766 blocks both MEK kinase activity and the ability of RAF to phosphorylate MEK. This unique mechanism allows

VS-6766 to block MEK signaling without the compensatory activation of MEK that appears to limit the efficacy of other inhibitors.

Defactinib (VS-6063)

is an oral small molecule inhibitor of FAK and PYK2 that is currently being evaluated as a potential combination therapy for various

solid tumors. The Company has received Orphan Drug designation for defactinib in ovarian cancer and mesothelioma in the US, EU

and Australia. Preclinical research by Verastem Oncology scientists and collaborators at world-renowned research institutions has

described the effect of FAK inhibition to enhance immune response by decreasing immuno-suppressive cells, increasing cytotoxic

T cells, and reducing stromal density, which allows tumor-killing immune cells to enter the tumor.1,2

About the VS-6766/Defactinib Combination

mutant tumors are present in 30% of all human cancers and have historically presented a difficult treatment challenge and are often

associated with significantly worse prognosis. Challenges associated with identifying new treatment options for these types of

cancers include resistance to single agents, identifying tolerable combination regimens with MEK inhibitors and new RAS

inhibitors in development addressing only a minority of all RAS mutated cancers.

combination of VS-6766 and defactinib has been found to be clinically active in KRASmt. In an ongoing investigator-initiated

Phase I/2 FRAME study, the combination of VS-6766 and defactinib is being evaluated in patients with LGSOC, KRASmt NSCLC and colorectal

cancer (CRC). Preliminary data from this study presented at the American Association for Cancer Research (AACR)

2020 Virtual Annual Meeting I demonstrated a 67% overall response rate and long duration of therapy among patients with

KRASmt LGSOC. Based on an observation of higher response rates seen in patients with KRAS-G12V mutations

in the study, Verastem will also be further exploring the role of VS-6766 and defactinib in KRAS-G12V NSCLC. The FRAME study

is expanding in August 2020 to include new cohorts in pancreatic, KRASmt endometrial and KRAS-G12V NSCLC.

About COPIKTRA (duvelisib)

oral inhibitor of phosphoinositide 3-kinase (PI3K), and the first approved dual inhibitor of PI3K-delta and PI3K-gamma, two enzymes

known to help support the growth and survival of malignant B-cells. PI3K signaling may lead to the proliferation of malignant

B-cells and is thought to play a role in the formation and maintenance of the supportive tumor microenvironment.3,4,5 COPIKTRA

is indicated for the treatment of adult patients with relapsed or refractory chronic lymphocytic leukemia/small lymphocytic lymphoma

(CLL/SLL) after at least two prior therapies and relapsed or refractory follicular lymphoma (FL) after at least two prior systemic

therapies. COPIKTRA is also being developed by Verastem Oncology for the treatment of peripheral T-cell lymphoma (PTCL), for which

it has received Fast Track status and Orphan Drug Designation, and is being investigated in combination with other agents through

investigator-sponsored studies.6 For more information on COPIKTRA, please visit www.COPIKTRA.com.

Information about duvelisib clinical trials can be found on www.clinicaltrials.gov.

Health Partners, L.P and Ropes & Gray acted as advisors to Verastem Oncology on this transaction.

Verastem Oncology (Nasdaq: VSTM)

is a commercial biopharmaceutical company committed to the development and commercialization of new medicines to improve the lives

of patients diagnosed with cancer. Our pipeline is focused on novel small molecule drugs that inhibit critical signaling pathways

in cancer that promote cancer cell survival and tumor growth, including phosphoinositide 3-kinase (PI3K), focal adhesion kinase

(FAK) and RAF/MEK inhibition.