Royalty Pharma plc (Nasdaq: RPRX) announced today that it will
acquire royalties and milestones on frexalimab owned by ImmuNext,
Inc. (ImmuNext) for approximately $525 million in cash including
estimated transaction costs. ImmuNext, a privately-held
biotechnology company, is entitled to a royalty on net sales of
frexalimab and milestones related to the achievement of regulatory
and clinical events and commercial sales.
Frexalimab, in development by Sanofi, is a first-in-class,
second generation anti-CD40 ligand monoclonal antibody. Frexalimab
is in three Phase 3 clinical studies for the treatment of multiple
sclerosis (MS). Phase 2 clinical studies for systemic lupus
erythematosus and Type 1 Diabetes are ongoing. Sanofi stated that
potential non-risk-adjusted peak sales for frexalimab may be
greater than €5 billion (December 7, 2023 R&D Day). Sanofi
anticipates filing a biologics license application (BLA) for
relapsing multiple sclerosis with the U.S. Food & Drug
Administration in 2027. Worldwide sales of MS therapies amounted to
approximately $25 billion in 2023 according to IQVIA.
Pablo Legorreta, Royalty Pharma’s founder and Chief Executive
Officer said, “This transaction will expand our attractive and
growing development-stage portfolio with a next-generation
immunology therapy. Frexalimab has the potential to achieve high
efficacy without the chronic depletion of the immune system
commonly associated with currently available MS therapies. In light
of frexalimab’s exciting Phase 2 study results in MS and its
significant potential in a wide range of immune-mediated diseases,
we believe frexalimab is a potentially transformative therapy for
patients.”
Following this transaction, Royalty Pharma will have 15
therapies in its development-stage portfolio, 11 of which will be
in Phase 3 development or undergoing regulatory review. In
aggregate, on a non-risk adjusted basis, Royalty Pharma’s
development-stage pipeline will have the potential to generate
combined peak royalties significantly greater than $1 billion per
year.
Transaction Terms
Under the terms of ImmuNext’s licensing agreement with Sanofi,
ImmuNext is entitled to receive an upward tiering net royalty
ranging from a high-single digit to low-double digit percentage of
worldwide net sales of frexalimab. As a result of today’s announced
transaction, Royalty Pharma will receive 100% of net royalties on
annual worldwide net sales of frexalimab of up to $2.0 billion and
share a minority of the royalties above this threshold with
ImmuNext shareholders.
In addition, the acquisition will include substantial potential
milestone payments from Sanofi.
Royalty Pharma estimates frexalimab, if approved, will generate
royalties through 2041.
The acquisition is subject to customary, administrative closing
conditions and is expected to close in May 2024.
Advisors
Gibson Dunn & Crutcher, Fenwick and Maiwald
acted as legal advisors to Royalty Pharma. Goodwin Procter LLP
acted as legal advisors and Jefferies LLC acted as financial
advisors to ImmuNext.
About Royalty Pharma
Founded in 1996, Royalty Pharma is the largest buyer of
biopharmaceutical royalties and a leading funder of innovation
across the biopharmaceutical industry, collaborating with
innovators from academic institutions, research hospitals and
non-profits through small and mid-cap biotechnology companies to
leading global pharmaceutical companies. Royalty Pharma has
assembled a portfolio of royalties which entitles it to payments
based directly on the top-line sales of many of the industry’s
leading therapies. Royalty Pharma funds innovation in the
biopharmaceutical industry both directly and indirectly - directly
when it partners with companies to co-fund late-stage clinical
trials and new product launches in exchange for future royalties,
and indirectly when it acquires existing royalties from the
original innovators. Royalty Pharma’s current portfolio includes
royalties on more than 35 commercial products, including Vertex’s
Trikafta, GSK’s Trelegy, Roche’s Evrysdi, Johnson & Johnson’s
Tremfya, Biogen’s Tysabri and Spinraza, AbbVie and Johnson &
Johnson’s Imbruvica, Astellas and Pfizer’s Xtandi, Novartis’
Promacta, Pfizer’s Nurtec ODT and Gilead’s Trodelvy, and 15
development-stage product candidates.
Forward-Looking Statements
The information set forth herein does not purport to be complete
or to contain all of the information you may desire. Statements
contained herein are made as of the date of this document unless
stated otherwise, and neither the delivery of this document at any
time, nor any sale of securities, shall under any circumstances
create an implication that the information contained herein is
correct as of any time after such date or that information will be
updated or revised to reflect information that subsequently becomes
available or changes occurring after the date hereof.
This document contains statements that constitute
“forward-looking statements” as that term is defined in the United
States Private Securities Litigation Reform Act of 1995, including
statements that express the company’s opinions, expectations,
beliefs, plans, objectives, assumptions or projections regarding
future events or future results, in contrast with statements that
reflect historical facts. Examples include discussion of Royalty
Pharma’s strategies, estimated acquisition-related expenses,
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current beliefs and assumptions and on information currently
available to the company. However, these forward-looking statements
are not a guarantee of Royalty Pharma’s performance, and you should
not place undue reliance on such statements. Forward-looking
statements are subject to many risks, uncertainties and other
variable circumstances, and other factors. Such risks and
uncertainties may cause the statements to be inaccurate and readers
are cautioned not to place undue reliance on such statements. Many
of these risks are outside of the company’s control and could cause
its actual results to differ materially from those it thought would
occur. The forward-looking statements included in this document are
made only as of the date hereof. The company does not undertake,
and specifically declines, any obligation to update any such
statements or to publicly announce the results of any revisions to
any such statements to reflect future events or developments,
except as required by law.
Certain information contained in this document relates to or is
based on studies, publications, surveys and other data obtained
from third-party sources and the company’s own internal estimates
and research. While the company believes these third-party sources
to be reliable as of the date of this document, it has not
independently verified, and makes no representation as to the
adequacy, fairness, accuracy or completeness of, any information
obtained from third-party sources. In addition, all of the market
data included in this document involves a number of assumptions and
limitations, and there can be no guarantee as to the accuracy or
reliability of such assumptions. Finally, while the company
believes its own internal research is reliable, such research has
not been verified by any independent source.
For further information, please reference Royalty Pharma’s
reports and documents filed with the U.S. Securities and Exchange
Commission ("SEC") by visiting EDGAR on the SEC's website at
www.sec.gov.
Royalty Pharma Investor Relations and
Communications
+1 (212) 883-6772ir@royaltypharma.com
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