The Public M&A and Life Sciences teams advised IDRx, Inc. on its agreement to be acquired by GSK plc (LSE/NYSE: GSK) for $1 billion upfront, with potential for an additional $150 million success-based regulatory approval milestone payment. The acquisition includes lead molecule, IDRX-42, a highly selective KIT TKI being developed as a first- and second-line therapy for the treatment of GIST. IDRX-42 is a highly selective, investigational small molecule tyrosine kinase inhibitor (TKI) designed to target all key KIT mutations in GIST.
Under the terms of the agreement, GSK will acquire one hundred percent (100%) of the outstanding equity interests (including all options and other incentive equity) in IDRx for up to $1.15 billion of total cash consideration, comprising an upfront payment of $1 billion with potential for an additional $150 million success-based regulatory approval milestone payment. GSK will also be responsible for success-based milestone payments as well as tiered royalties for IDRX-42 owed to Merck KGaA, Darmstadt, Germany.
The transaction is subject to customary conditions, including applicable regulatory agency clearances under the Hart-Scott-Rodino Act in the US.
IDRx is a clinical-stage biopharmaceutical company dedicated to transforming cancer care with intelligently designed precision therapies. IDRx aims to address the limitations of today’s precision cancer medicines with highly potent and selective targeted therapies to stop key tumour escape mechanisms and prolong response to therapy.
The Goodwin team was led by Robert E. Puopolo, Blake Liggio and Caitlin Tompkins and included Jessica Park, Keelin Fitzsimons and Camille Ertel (M&A), Marishka DeToy, Kristen McCarthy, Alexa Folco, and Cassidy Merten (Corporate), Erini Svokos, Xiaowei Wu and Sarah Hamad (Licensing), Julie Tibbets (FDA), Arman Oruc, Simone Waterbury and Andrew Jensen (Antitrust), Alex Denniston, Morgan Frisoli and Zoe Li (Executive Compensation), Catherine McCarty and Gina Kim (Intellectual Property), Matthew E. Wetzel and Dustin Schaefer (Healthcare), Ai Tajima (Insurance), Alexander Flynn-Tabloff and Nina Ngo (Employment), Jacqueline Klosek (Data Privacy), Daniel S. Karelitz and Shlomo Gottesman (Tax), Justin Pierce, Gozde Guckaya and Sukrti Thonse (CFIUS), Tucker DeVoe (Litigation), and Nathan Brodeur (Environmental).
For additional details on the agreement, please read the release.