The Life Sciences team advised GENFIT (Nasdaq and Euronext: GNFT) on a non-dilutive capped royalty financing agreement with HealthCare Royalty (HCRx) for up to €185 million in exchange for a portion of the royalties on sales of Iqirvo® (elafibranor). The agreement with HCRx includes an upfront payment of €130 million and up to €55 million via two additional instalments of €30 million and €25 million, respectively, based on near-term milestones being met. The portion of royalties that HCRx receives is subject to an annual cap equal to the amount of royalties based on an annual maximum amount of net sales of €600 million. Cumulative payment to HCRx is also capped at a maximum of €277.5 million, €351.5 million or €453.25 million, depending on timing and occurrence of future events, and is subject to a time-limit no later than March 31, 2045. Once the cap or time-limit is met, all future royalties will revert to GENFIT. Payment of the €130 million instalment will take place as soon as possible after the closing conditions are met. Payment of each additional instalment is subject to certain sales milestones for Iqirvo® (elafibranor) and can be exercised at the discretion of GENFIT upon achievement of such milestones.
GENFIT is a late-stage biopharmaceutical company committed to improving the lives of patients with rare, life-threatening liver diseases whose medical needs remain largely unmet. GENFIT is a pioneer in liver disease research and development with a rich history and a solid scientific heritage spanning more than two decades. Today, GENFIT has built up a diversified and rapidly expanding R&D portfolio of programs at various stages of development. Beyond therapies, GENFIT also has a diagnostic franchise including NIS2+® in Metabolic dysfunction-associated steatohepatitis (MASH, formerly known as NASH for non-alcoholic steatohepatitis) and TS-01 focusing on blood ammonia levels. GENFIT is headquartered in Lille, France and has offices in Paris (France), Zurich (Switzerland) and Cambridge, MA (USA). The Company is listed on the Nasdaq Global Select Market and on the Euronext regulated market in Paris, Compartment B (Nasdaq and Euronext: GNFT). In 2021, Ipsen became one of GENFIT's largest shareholders, acquiring an 8% stake in the Company's capital.
The Goodwin corporate team included Jacqueline Mercier, Catherine Magazu and Amine Assouad and the licensing team of Bob Crawford, Marie Fillon and Elliot Jonathan Horlick, with invaluable tax advice from partners Charles-Henri de Gouvion Saint Cyr (France) and Dan Karelitz (United States).
For more information on the deal, please read the press release.