Client Novavax, Maker of COVID-19 Vaccine, Signs $1.4 Billion Agreement with Sanofi

Ropes & Gray represented Novavax Inc., in a co-exclusive licensing agreement with French pharmaceutical company Sanofi to sell Novavax COVID-19 vaccine and collaboration to create a combined global COVID-19 and influenza shot. Sanofi is also taking an equity stake of less than five percent in Novavax. The transaction was announced on May 10.

Under the agreement, Novavax will receive an upfront payment of $500 million as well as up to $700 million in development, regulatory and launch milestone payments. Starting in 2025, Sanofi will be responsible for sales of the COVID-19 vaccine and Novavax will receive tiered double-digit percentage royalty payments. The agreement allows Sanofi to sell the COVID-19 vaccine worldwide, except in countries where Novavax has existing Advanced Purchase Agreements in India, Japan and South Korea.

The agreement will allow Novavax’s COVID-19 booster to be combined with Sanofi’s flu vaccine in a novel single shot. Sanofi will be responsible for development and commercialization while Novavax will be entitled to additional launch and sales milestones payments up to $200 million plus mid-single digit royalties for each additional Sanofi vaccine.

The Ropes & Gray team was led by life sciences licensing partners Hannah England and David McIntosh, capital markets partner Tara Fisher and life sciences licensing associate Ian Nilsen and included antitrust partners Mike McFalls and Ruchit Patel and litigation & enforcement counsel Deidre Johnson and Joseph Rafferty.