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Ropes & Gray Advises Adaptimmune in $3+ Billion Collaboration with Genentech on Cancer-Target Allogeneic T-cell Therapies

Practices: Intellectual Property, Intellectual Property Transactions, Antitrust, Securities & Futures Enforcement, IP Structuring in M&A, Spinouts & Reorganizations, Strategic Licensing Programs, Joint Ventures, Collaborations and Alliances, Strategic Commercial Agreements, Antitrust Mergers & Acquisitions, Intellectual Property / Antitrust

Ropes & Gray represented Adaptimmune in its strategic collaboration with Roche Group’s Genentech Inc. to research, develop and commercialize cancer-target allogeneic T-cell therapies, under which the companies will combine their technologies and expertise to research and develop “off-the-shelf” cell therapies for up to five cancer targets and develop a novel allogeneic personalized cell therapy platform. The transaction was announced on September 7, and is one of the top five life sciences collaboration deals by value so far this year, according to BioWorld Snapshots.

Under the terms of the agreement, Adaptimmune will receive $150 million upfront, $150 million over the next five years in additional payments, and development, regulatory and commercial milestones payments potentially exceeding $3 billion in aggregate value, as well as royalties, across multiple programs. Adaptimmune also has a right to opt in to a 50/50 U.S. profit/cost share on "off-the-shelf" products. If Adaptimmune elects to opt in, then it will be eligible to share 50 percent of profits and losses from U.S. sales on such products and is eligible to receive ex-U.S. regulatory and sales-based milestone payments, as well as royalties on ex-U.S. net sales. Adaptimmune also has a right to co-promote products for which it has opted in in the U.S.

The Ropes & Gray team was led by IP transactions partner David McIntosh and IP transactions associates Evan Tallmadge (both of Boston) and Sonya Aggarwal (San Francisco) and included IP transactions partner Hannah England (Freeman) (Boston), antitrust partners Mike McFalls (Washington, D.C.) and Ruchit Patel (London), litigation & enforcement counsel Deidre Johnson and associate Derek Yee (both of Boston).

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