• Acquisition strengthens Bayer’s drug discovery capabilities with cutting-edge chemoproteomics platform
• Vividion’s unique approach identifies previously unknown binding pockets in undruggable targets to generate first-in-class novel compounds in indications of high unmet medical need
• Vividion’s technology has already proven its applicability pre-clinically in oncology and immune-related diseases, with potential to expand into additional therapeutic areas
• Vividion to operate autonomously and on an arm’s length basis
• Purchase price of USD 1.5 billion upfront and up to USD 500 million in success-based milestone payments

Bayer AG today announced the acquisition of Vividion Therapeutics, Inc. (Vividion), a US-headquartered biopharmaceutical company utilizing novel discovery technologies to unlock high value, traditionally undruggable targets with precision therapeutics. Vividion’s platform is able to produce a variety of small molecule therapies across indications, with initial focus on targets relevant to oncology and immunology. Vividion’s lead programs include multiple precision oncology targets and precision immunology targets, with ongoing efforts on a transcription factor NRF2 antagonist for the potential treatment of NRF2 mutant cancers, as well as NRF2 activators for various inflammatory diseases such as irritable bowel disease – among other pre-clinical programs.

Following closing of the acquisition, Bayer will own full rights to Vividion’s proprietary discovery platform, which comprises three integrated, synergistic components: a novel chemoproteomic screening technology, an integrated data portal, and a proprietary chemistry library. The acquisition of Vividion strengthens Bayer’s small molecule capabilities and expands Bayer’s reach into new modalities. Under the terms of the agreement, Bayer will pay an upfront consideration of USD 1.5 billion and potential success-based milestone payments of up to USD 500 million.

“This acquisition is a cornerstone of our strategy to fuel our pipeline with breakthrough innovation,” said Stefan Oelrich, Member of the Board of Management, Bayer AG and President of the Bayer’s Pharmaceuticals Division. “Vividion’s technology is the most advanced in the industry, and it has demonstrated its ability to identify drug candidates that can target challenging proteins. Together with Bayer’s existing know-how, we will be able to develop first-in-class drug candidates, increasing the value of our pipeline. We want to provide innovative therapies for patients whose medical needs are not yet met by today’s treatment options.”

Identification of drug candidates for proteins that are considered undruggable is a great challenge in drug discovery. Vividion’s chemoproteomic screening platform is able to identify previously unknown binding pockets on well-validated protein targets by screening chemical probes against the entire human proteome to assess selectivity. This yields highly potent and selective compounds that provide a wide therapeutic window for a variety of areas of high-unmet medical need. Vividion’s technology has already proven its applicability pre-clinically in oncology and immune-related diseases, and has the potential to expand into additional indications.

“Despite advances in genomics, structural biology and high-throughput screening, about 90% of disease-causing proteins cannot be targeted by current therapies due to the lack of a known addressable binding site. Our proprietary chemoproteomic platform technology addresses the key limitations of conventional screening techniques and allows us to discover previously unknown, or cryptic, functional pockets on the surface of proteins and identify small molecules that selectively bind to those targets,” said Jeff Hatfield, Chief Executive Officer at Vividion. “When combined with Bayer’s expertise in the development of small molecules to market and patient, an unparalleled position comes into existence to unlock undruggable targets and generate first-in-class novel compounds for the benefit of patients.”

To preserve its entrepreneurial culture as an essential pillar for nurturing successful innovation, Vividion will continue to operate as an independent organization on an arm’s length basis. Vividion will remain accountable to advance its technology and portfolio while benefiting from the experience, infrastructure and reach of Bayer as a global pharmaceutical company.

Closing of the transaction is contingent on customary closing conditions, including receipt of the required regulatory approvals, and is expected to take place in Q3 2021.

Credit Suisse is serving as financial advisor to Bayer, while Baker McKenzie is serving as legal counsel. Centerview Partners is serving as financial advisor to Vividion, while Cooley LLP is serving as legal counsel.

About Bayer

Bayer is a global enterprise with core competencies in the life science fields of health care and nutrition. Its products and services are designed to help people and planet thrive by supporting efforts to master the major challenges presented by a growing and aging global population. Bayer is committed to drive sustainable development and generate a positive impact with its businesses. At the same time, the Group aims to increase its earning power and create value through innovation and growth. The Bayer brand stands for trust, reliability and quality throughout the world. In fiscal 2020, the Group employed around 100,000 people and had sales of 41.4 billion euros. R&D expenses before special items amounted to 4.9 billion euros. For more information, go to www.bayer.com.

About Vividion

Vividion Therapeutics, Inc. is a biopharmaceutical company utilizing novel discovery technologies to unlock high value, traditionally undruggable targets with precision therapeutics for devastating cancers and immune disorders. The company’s platform has enabled it to identify hundreds of previously unknown functional pockets on well-validated protein targets implicated in a wide range of diseases, while simultaneously identifying compounds from its proprietary covalent chemistry library that interact in a highly selective manner with those pockets. The company is leveraging its proprietary chemoproteomic platform to advance a diversified pipeline of highly selective small molecule therapeutics targeting high value, traditionally undruggable targets in oncology and immunology. For more information, please visit www.vividion.com.

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Forward-Looking Statements

This release may contain forward-looking statements based on current assumptions and forecasts made by Bayer management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in Bayer’s public reports which are available on the Bayer website at www.bayer.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.

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