The Life Sciences and M&A teams advised ImmuNext, Inc. in its agreement with Royalty Pharma plc (Nasdaq: RPRX) in which Royalty Pharma will acquire royalties and milestones on frexalimab owned by ImmuNext for approximately $525 million in cash including estimated transaction costs. ImmuNext 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.

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 the 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. The acquisition is subject to customary, administrative closing conditions and is expected to close in May 2024.

ImmuNext is developing immune-based therapeutics to treat patients with immune-related disorders, including autoimmunity, cancer, transplantation rejection, and infectious disease. ImmuNext is targeting critical immunomodulatory molecules that either promote or suppress immune responses to restore immune homeostasis and cure disease. 

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.

The Goodwin team was led by Sarah Solomon, Yasin Akbari and Kirkie Maswoswe, and included Kim Maruncic, Mike Gomez, Larissa Pinho, Daniela Sanchez (Life Sciences M&A), Alexandra Haas, Amarilice Young, Monika Chawla, Kerry Sherman (Intellectual Property), Grace Wirth, Andre Amorim (Executive Compensation), Arman Oruc, Ortal Ben Aharon (Antitrust), Daniel Karelitz, Alicia Wi (Tax), Timothy Holahan, Alastair Papworth (Labor & Employment), Cecelia Lockner (Insurance), Matthew Wetzel, Susan Lee (Regulatory) and Morgan Mordecai (Litigation), with invaluable assistance from Rahul Patel, and Sari Lerner.

For additional details on the transaction, please read the press release.