PRO-1286

Company Announcement Genmab to acquire ProfoundBio for USD 1.8 billion in cash Acquisition will give Genmab worldwide rights to three candidates in clinical development, including rinatabart sesutecan (Rina-S), plus ProfoundBio’s novel antibody-drug conjugate (ADC) technology platforms Rina-S is a novel, next-generation, potential best-in-class Topo1 ADC targeting folate receptor alpha (FRα) in development for the treatment of ovarian cancer and other solid tumors Genmab to host conference call today at 1:00 PM CEST / 12:00 PM BST / 7:00 AM EDT COPENHAGEN, Denmark and SEATTLE, Washington; April 3, 2024 – Genmab A/S (Nasdaq: GMAB) and ProfoundBio, Inc. announced today that the companies have entered into a definitive agreement for Genmab to acquire ProfoundBio in an all-cash transaction. ProfoundBio is a privately-owned clinical-stage biotechnology company developing next-generation ADCs and ADC technologies for the treatment of certain cancers, including ovarian cancer and other FRα-expressing solid tumors. Genmab will acquire ProfoundBio for USD 1.8 billion in cash, payable at closing (subject to adjustment for ProfoundBio’s closing net debt and transaction expenses). The transaction will further broaden Genmab’s mid- to late-stage clinical pipeline and strengthen and complement Genmab’s already validated suite of proprietary technology platforms. The acquisition will give Genmab worldwide rights to ProfoundBio’s portfolio of next-generation ADCs, which consists of three clinical and multiple preclinical programs including Rina-S, a potential best-in-class, clinical-stage, FRα-targeted, Topo1 ADC, currently in Phase 2 of a Phase 1/2 clinical trial, for the treatment of ovarian cancer and other FRα-expressing solid tumors. In addition, the combination of ProfoundBio’s novel ADC technology platforms with Genmab’s proprietary antibody platforms will potentially create new opportunities to generate and develop new medicines with the potential to transform the treatment of cancer and improve the lives of patients. The addition of Rina-S to Genmab’s portfolio will enable Genmab to deepen its presence in the gynecologic oncology space and establish a firm foundation in solid tumors. As a potential best-in-class ADC, Rina-S aims to address a broader patient population than first-generation FRα-targeted ADCs. Based on the data from the ongoing Phase 1/2 clinical trial Genmab intends to broaden the development plans for Rina-S within ovarian cancer and other FRα-expressing solid tumors. In January 2024, the U.S. Food and Drug Administration (U.S. FDA) granted Fast Track designation to Rina-S for the treatment of patients with FRα-expressing high-grade serous or endometrioid platinum-resistant ovarian cancer. “The proposed acquisition of ProfoundBio firmly aligns with our long-term strategy and our ambitious 2030 vision, to impact the lives of patients through innovative antibody medicines,” said Jan van de Winkel, Ph.D., President and Chief Executive Officer of Genmab. “We believe that ProfoundBio’s ADC candidates, proprietary technology platforms and talented team will be a great addition to Genmab and that, together, we will be able to accelerate the development of innovative, differentiated antibody therapies for cancer patients.” “Genmab shares our team’s mission of developing novel therapies to improve outcomes for cancer patients. Genmab’s deep expertise in antibody drug development and commercialization makes this a compelling union that will allow us to rapidly develop and realize the full potential of our ADC therapies to benefit patients,” said Baiteng Zhao, Ph.D., ProfoundBio’s co-founder, Chief Executive Officer and Chairman of the Board. Details of the Transaction The proposed transaction, which has been unanimously approved by the Boards of Directors of both companies, is expected to close in the first half of 2024. The closing of the proposed transaction is subject to the satisfaction of customary closing conditions. Following today’s announcement, Genmab’s operating expenses before expenses incurred by it in connection with the proposed transaction are now anticipated to be at or moderately above the upper end of the previously disclosed guidance range of DKK 12.4 -13.4 billion. The anticipated increase reflects the incremental R&D investment to support the advancement of ProfoundBio’s clinical programs, primarily Rina-S. Genmab’s revenue guidance is unchanged and expected to be in the previously disclosed guidance range of DKK 18.7 – 20.5 billion. We expect to update our guidance no later than in connection with Genmab’s second quarter 2024 earnings. Goldman Sachs International is acting as sole financial advisor to Genmab in this transaction and Shearman & Sterling LLP, Simmons & Simmons LLP and Kromann Reumert are its legal advisors. BofA Securities, Inc. and Morgan Stanley & Co. LLC are acting as financial advisors to ProfoundBio in this transaction and Cooley LLP, Travers Thorp Alberga and Jun He Law Offices are its legal advisors. Conference Call Details Genmab will hold a conference call to discuss the transaction today, April 3 at 1:00 PM CEST / 12:00 PM BST / 7:00 AM EDT. To join the call please use the following registration link: . Registered participants will receive an email with a link to access dial-in information as well as a unique personal PIN. To listen to a live webcast of the call please use the following link: . An archive of the webcast and relevant slides will be available at . About Genmab Genmab is an international biotechnology company with a core purpose guiding its unstoppable team to strive towards improving the lives of patients through innovative and differentiated antibody therapeutics. For 25 years, its passionate, innovative and collaborative team has invented next-generation antibody technology platforms and leveraged translational, quantitative, and data sciences, resulting in a proprietary pipeline including bispecific T-cell engagers, next-generation immune checkpoint modulators, effector function enhanced antibodies, and antibody-drug conjugates. To help develop and deliver novel antibody therapies to patients, Genmab has formed 20+ strategic partnerships with biotechnology and pharmaceutical companies. By 2030, Genmab’s vision is to transform the lives of people with cancer and other serious diseases with knock-your-socks-off (KYSO®) antibody medicines. Established in 1999, Genmab is headquartered in Copenhagen, Denmark with locations in Utrecht, the Netherlands, Princeton, New Jersey, U.S., and Tokyo, Japan. For more information, please visit Genmab.com and follow us on LinkedIn and X. About ProfoundBio ProfoundBio is a clinical-stage biotechnology company focused on the development of novel antibody-based therapeutics for patients with cancer. Built on internally developed, innovative, and proprietary technology platforms, ProfoundBio has developed a pipeline consisting of multiple ADC drug candidates targeting solid tumors and hematological malignancies. The company's disclosed development pipeline consists of rinatabart sesutecan (Rina-S; PRO1184), an ADC targeting FRα; PRO1160, an ADC targeting CD70; PRO1107, an ADC targeting PTK7; and PRO1286, a bispecific ADC targeting EGFR and cMET. ProfoundBio is headquartered in Seattle, Washington with an R&D center of innovation in Suzhou, China. Contacts: Marisol Peron, Senior Vice President, Global Communications & Corporate Affairs T: +1 609 524 0065; E: mmp@genmab.com Andrew Carlsen, Vice President, Head of Investor Relations T: +45 3377 9558; E: acn@genmab.com This Company Announcement contains forward looking statements. The words “believe,” “expect,” “anticipate,” “intend” and “plan” and similar expressions identify forward looking statements. Actual results or performance may differ materially from any future results or performance expressed or implied by such statements. The important factors that could cause our actual results or performance to differ materially include, among others, risks associated with preclinical and clinical development of products, uncertainties related to the outcome and conduct of clinical trials including unforeseen safety issues, uncertainties related to product manufacturing, the lack of market acceptance of our products, our inability to manage growth or to realize the anticipated benefits of acquisitions, including of ProfoundBio, the competitive environment in relation to our business area and markets, our inability to attract and retain suitably qualified personnel, the unenforceability or lack of protection of our patents and proprietary rights, our relationships with affiliated entities, changes and developments in technology which may render our products or technologies obsolete, and other factors. For a further discussion of these risks, please refer to the risk management sections in Genmab’s most recent financial reports, which are available on and the risk factors included in Genmab’s most recent Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission (SEC), which are available at . Genmab does not undertake any obligation to update or revise forward looking statements in this Company Announcement nor to confirm such statements to reflect subsequent events or circumstances after the date made or in relation to actual results, unless required by law. Genmab A/S and/or its subsidiaries own the following trademarks: Genmab®; the Y-shaped Genmab logo®; Genmab in combination with the Y-shaped Genmab logo®; HuMax®; DuoBody®; HexaBody®; DuoHexaBody®, HexElect® and KYSO®. Company Announcement no. 26 CVR no. 2102 3884 LEI Code 529900MTJPDPE4MHJ122 Genmab A/S Carl Jacobsens Vej 30 2500 Valby Denmark Attachment 030424_CA26_Acquisition of ProfoundBio

– Proceeds to support development of ProfoundBio's differentiated clinical-stage ADC pipeline, including the planned pivotal trial of rinatabart sesutecan (Rina-S) – Financing led by Ally Bridge Group, bolstered by contributions from world-class healthcare dedicated and mutual fund institutional investors, including Nextech Invest, T. Rowe Price, Janus Henderson Investors, RA Capital Management, and OrbiMed, among others – Andrew Lam, Eric Dobmeier and Enoch Kariuki to join ProfoundBio Board of Directors SEATTLE, Feb. 13, 2024 /PRNewswire/ -- ProfoundBio, a clinical-stage biotechnology company developing novel antibody-drug conjugate (ADC) therapeutics for patients with cancer, today announced an oversubscribed $112 million Series B financing supported by a syndicate of top healthcare dedicated and mutual fund institutional investors. This financing underscores the new and existing investor confidence in ProfoundBio's innovative approach to cancer treatment and is expected to accelerate the development of its comprehensive ADC portfolio, including the planned pivotal trial of rinatabart sesutecan (Rina-S) for the treatment of ovarian cancer. The funding round was led by Ally Bridge Group, with substantial contributions from new investors including Nextech Invest, funds and accounts advised by T. Rowe Price Associates, Inc., Janus Henderson Investors, RA Capital Management, OrbiMed, Surveyor Capital (a Citadel company), Medicxi, Logos Capital, Octagon Capital, Piper Heartland Healthcare Capital and LifeSci Venture Partners, as well as continued support from existing investors Lilly Asia Ventures (LAV) and LYFE Capital. "We are excited to welcome this premier group of life science investors. Their commitment is a testament to our progress and our mission to develop innovative ADCs with the potential for improved clinical outcomes for patients," said Erin Lavelle, Chief Operating Officer and Chief Financial Officer of ProfoundBio. "This investment boosts our momentum, especially with three clinical-stage candidates in our portfolio and another poised for clinical trials in the next few months. It's a pivotal step in enabling significant milestones and delivering key data readouts this year and through 2025. The addition of Andrew Lam, Eric Dobmeier, and Enoch Kariuki to our board brings invaluable expertise, strengthening our path to redefine patient care." Commitment to Innovative Cancer Therapy The capital raised will support ProfoundBio's diverse array of clinical and preclinical ADC programs, primarily targeting solid tumor cancers. Key programs include: Rina-S, a folate receptor-alpha (FRα) targeted ADC, in Phase 2 trials for ovarian and endometrial cancers, with pivotal studies in ovarian cancer planned for later this year. PRO1160, a CD70 targeted ADC, in Phase 1 trials with initial results expected in 2024. PRO1107, a protein tyrosine kinase 7 (PTK7) targeted ADC, in Phase 1 trials with initial results anticipated in 2025. PRO1286, a bi-specific ADC, anticipated to enter the clinic in 2024. Baiteng Zhao, Ph.D., Chairman of the Board and Chief Executive Officer of ProfoundBio stated, "This Series B financing is an important milestone in our mission to redefine cancer treatment. Our ADC pipeline programs, led by Rina-S, demonstrate our dedication to bringing groundbreaking therapies to patients with cancer. With this support, we are better positioned to advance our clinical trials and offer new differentiated approaches. We welcome our new board members and look forward to this next chapter of ProfoundBio." New Board of Directors Appointments ProfoundBio strengthens its board of directors with the addition of Andrew Lam from Ally Bridge Group, alongside two independent directors, Eric Dobmeier and Enoch Kariuki, who bring a breadth of experience in biotechnology and investment. Andrew Lam, Pharm.D., Managing Director and Head of Biotech Private Equity at Ally Bridge Group, is known for his strategic and capital markets insights based on his extensive expertise in the life sciences sector. Eric Dobmeier brings over two decades of leadership, operating and business development experience in biotechnology companies, having led significant growth initiatives at Seagen and Chinook Therapeutics. Enoch Kariuki, Pharm.D., brings extensive background in healthcare strategy, investment banking, and venture capital, contributing valuable financial and strategic acumen. Joining existing board members Baiteng Zhao, Ph.D. (co-founder), Lynn Yang (HongShan), and Josh Jin (LAV), these new members bring considerable experience and expertise to ProfoundBio. "ProfoundBio is led by an experienced management team with a proven track record of global approvals of ADC therapeutics and decades of research and development experience focused on this modality," said Dr. Lam. "We are proud to be supporting a great team that has advanced an exciting pipeline of differentiated and potentially best-in-class and first-in-class ADCs." ProfoundBio's Cutting-Edge Investigational ADC Programs Rinatabart sesutecan (Rina-S, PRO1184) is a FRα-targeted ADC being developed as a novel treatment option for patients with ovarian and endometrial cancer, and potentially other FRα-expressing cancers. Rina-S is comprised of a FRα-directed antibody conjugated to sesutecan, ProfoundBio's novel, proprietary hydrophilic exatecan-based linker-drug, at a homogeneous drug-to-antibody ratio (DAR) of 8. Exatecan is a highly potent, membrane permeable topoisomerase-1 inhibitor with strong bystander effect. The linker component of sesutecan is a highly hydrophilic, stable, cleavable linker designed to mask the hydrophobicity of exatecan, enabling high DAR and efficient delivery of the exatecan payload to tumors while maintaining favorable physicochemical and pharmacokinetic properties of the ADC. Rina-S is currently being evaluated in a Phase 1/2 clinical trial (NCT05579366) and has been granted Fast Track Designation by the U.S. Food and Drug Administration (FDA) for the treatment of patients with FRα-expressing high-grade serous or endometrioid platinum-resistant ovarian cancer. PRO1160 is an ADC consisting of a CD70-targeted antibody conjugated to ProfoundBio's novel, proprietary hydrophilic exatecan-based linker-drug, sesutecan. CD70 is a protein expressed on both solid tumors and hematological malignancies including renal cell carcinoma, nasopharyngeal carcinoma, and non-Hodgkin lymphoma, yet is largely absent in normal tissues. With preclinical results showcasing encouraging pharmacokinetics, efficacy, and tolerability, PRO1160 is emerging as a potential advancement in the treatment of these cancers and is currently being evaluated in a Phase 1/2 clinical trial (NCT05721222). PRO1107 is an ADC consisting of a PTK7-targeted antibody conjugated to ProfoundBio's novel, proprietary hydrophilic MMAE-based linker-drug, LD343, at a homogeneous DAR of 8. MMAE is a potent, membrane-permeable microtubule inhibitor that has been clinically validated as an ADC payload by multiple marketed ADCs incorporating MMAE in the linker-drug vedotin at a DAR of 4. The linker component of LD343 is a highly hydrophilic stable, cleavable linker designed to mask the hydrophobicity of MMAE, enabling high DAR and efficient delivery of the MMAE payload to tumors while maintaining favorable physicochemical and pharmacokinetic properties of the ADC. PRO1107 is currently being evaluated in a Phase 1/2 clinical trial (NCT06171789). PRO1286 is a bispecific ADC that has the potential to treat multiple tumor types. PRO1286 is built on the clinically validated sesutecan platform and is anticipated to begin clinical trials in 2024. About ProfoundBio ProfoundBio is a clinical-stage biotechnology company focused on the development of novel antibody-based therapeutics for patients with cancer. Built on internally developed, innovative, and proprietary technology platforms, ProfoundBio has developed a pipeline consisting of multiple ADC drug candidates targeting solid tumors and hematological malignancies. The company's disclosed development pipeline consists of rinatabart sesutecan (Rina-S; PRO1184), an ADC targeting FRα; PRO1160, an ADC targeting CD70; PRO1107, an ADC targeting PTK7; and PRO1286, a bispecific ADC targeting two clinically validated, broadly expressed solid tumor antigens. ProfoundBio is headquartered in Seattle, Washington. For more information, please visit and follow us on LinkedIn. Investor Contact: ir@profoundbio.com Media Contact: Priyanka Shah 908-447-6134 pshah@elephantheadcommunicationsllc.com SOURCE ProfoundBio