Ropes & Gray Represents uniQure in Sale of Royalty Interest for Hemophilia B Gene Therapy

Ropes & Gray represented Amsterdam-based gene therapy company uniQure N.V. in an agreement to sell a portion of the royalty rights due to uniQure from biopharmaceutical company CSL Behring from the net sales of HEMGENIX, the first gene therapy approved for adults with hemophilia B, to HealthCare Royalty and Sagard Healthcare for a gross purchase price of up to $400 million in cash. The transaction was announced on May 15.

Under the agreement, uniQure will receive an upfront cash payment of $375 million in exchange for the lowest royalty tier on CSL Behring’s worldwide net sales of HEMGENIX. uniQure is eligible to receive an additional $25 million milestone payment if 2024 net sales of HEMGENIX exceed a pre-specified threshold. UniQure will retain the rights to all other royalties under its existing commercialization and licensing agreement with CSL Behring, as well as contractual milestones totaling up to $1.5 billion, including the $100 million milestone for the first U.S. product sale and the $75 million milestone for the first product sale in one of five major European countries if achieved prior to July 2, 2023.

Ropes & Gray previously advised uniQure in the $1.5 Billion global licensing agreement with CSL Behring to commercialize HEMGENIX in May 2021.

The Ropes & Gray team was led by strategic transactions partner Hannah England and included tax partner David Saltzman and business restructuring counsel Patty Chen.