Item 2.01. Completion of Acquisition or Disposition of Assets. As previously disclosed in a Current Report on Form 8-K filed byAnaptysBio, Inc. ("AnaptysBio") onOctober 25, 2021 ,AnaptysBio entered into a Royalty Purchase Agreement (the "Royalty Purchase Agreement") withSagard Healthcare Royalty Partners, LP ("Sagard") to monetize a portion ofAnaptysBio's future JEMPERLI royalties and milestones underAnaptysBio's Collaboration and Exclusive License Agreement, as amended (the "Collaboration Agreement"), with Tesaro, Inc. andTesaro Development, Ltd. , each a wholly-owned subsidiary of GlaxoSmithKline ("GSK"). The transaction with Sagard closed onDecember 1, 2021 , and, pursuant to the Royalty Purchase Agreement, Sagard paidAnaptysBio $250 million upfront in exchange for royalties payable toAnaptysBio under the Collaboration Agreement on annual global net sales of JEMPERLI below$1 billion starting inOctober 2021 . The royalty rate applicable below the$1 billion annual net sales threshold is 8%. Sagard may also receive up to a total of$105 million in potential cash milestones, of which$15 million are subject to certain future JEMPERLI regulatory filing and approval milestones and up to$90 million are subject to certain commercial sales milestones due prior to JEMPERLI achieving the$1 billion in annual global net sales threshold. Royalties payable above$1 billion JEMPERLI annual global net sales, which are paid by GSK at 12% to 25%, and certain milestones payable on annual sales at or above$1 billion are retained byAnaptysBio and are not subject to the Royalty Purchase Agreement. Royalties and milestones due upon development and commercialization of theAnaptysBio -generated anti-TIM-3 antagonist (cobolimab) or anti-LAG-3 antagonist (GSK4074386) antibodies under the Collaboration Agreement, including in combination with JEMPERLI, are also not subject to the Royalty Purchase Agreement. In addition, royalties due toAnaptysBio from GSK's global net sales of ZEJULA (niraparib) are excluded from the Royalty Purchase Agreement. The aggregate JEMPERLI royalties and milestones to be received by Sagard under the Royalty Purchase Agreement is capped at certain fixed multiples of the upfront payment based upon time. Once Sagard receives an aggregate of either$312.5 million (125% of the upfront) by the end of 2026, or$337.5 million (135% of the upfront) during 2027, or$412.5 million (165% of the upfront) at any time after 2027, the Royalty Purchase Agreement will expire, resulting inAnaptysBio retaining all subsequent JEMPERLI royalties and milestones. The foregoing summary of the Royalty Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Royalty Purchase Agreement. A copy of the Royalty Purchase Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 2.01 above is incorporated by reference in this Item 2.03. Forward-Looking Statements This filing contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, the timing and potential amount of milestones and royalty payments to be received under the Collaboration Agreement and benefits expected from the Royalty Purchase Agreement. Statements including words such as "may," "will," "to be," or "expect" and statements in the future tense are forward-looking statements. These forward-looking statements involve risks and uncertainties, as well as assumptions, which, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are subject to risks and
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uncertainties that may cause the company's actual activities or results to
differ significantly from those expressed in any forward-looking statement and
risks and uncertainties described under the heading "Risk Factors" in documents
the company files from time to time with the
(d) Exhibits Exhibit Number Exhibit Title or Description 2.1 *+ Royalty Purchase Agreement, datedOctober 25, 2021 , by and between theRegistrant and Sagard Healthcare Royalty Partners, LP 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) * Exhibits and schedules to this agreement have been omitted pursuant to the rules of theSecurities and Exchange Commission . The Registrant will submit copies of such exhibits and schedules to theSecurities and Exchange Commission upon request. + Certain portions of this exhibit have been omitted by means of marking such portions with asterisks because the Registrant has determined that the information is not material and is the type that the Registrant treats as private or confidential.
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