Led by its partners Dr. Jörg Schickert, and Arne Thiermann, and in close collaboration with MorphoSys in-house deal counsel Virginie Galitschke, international law firm Hogan Lovells has advised the biopharmaceutical company MorphoSys in contract negotiations of a global collaboration and license agreement to further develop and commercialize MorphoSys' key asset tafasitamab, an anti-CD19 antibody currently in development to treat blood cancer. Under the terms of the agreement, MorphoSys and the US pharmaceutical company Incyte Corporation intend to co-commercialize tafasitamab in the United States, while Incyte holds exclusive commercialization rights outside the United States.
The agreement is considered one of the largest pharmaceutical licensing transactions of any German biotech company. Under the terms of the collaboration and license agreement, MorphoSys will receive an upfront payment of $750 million. In addition, Incyte will make an equity investment into MorphoSys of $150 million and will make an equity investment in new American Depositary Shares (ADS) of MorphoSys at a premium to the share price at signing of the agreement. Depending on the achievement of certain developmental, regulatory and commercial milestones, MorphoSys will be eligible to receive milestone payments amounting up to $1.1 billion. MorphoSys will also receive tiered royalties on ex-U.S. net sales of tafasitamab in a mid-teens to mid-twenties percentage range of net sales. Incyte and MorphoSys will be jointly responsible for commercialization activities in the U.S. and will share profits and losses on a 50:50 basis.
In addition to the assistance in drafting and negotiating the collaboration and license agreement (excluding the equity investment piece) Hogan Lovells also advised on anti-trust aspects of the deal.
"We are very pleased that we could successfully assist in pushing this transaction across the line – for our long standing client MorphoSys, their BD and Legal team and for a product we have advised on for years," said Dr. Jörg Schickert. Arne Thiermann adds: "This impressively showcases our in-depth capabilities of our cross-discipline international life sciences practice – and the way we work seamlessly in transaction with our client's Legal, BD and business teams."
Hogan Lovells Team for MorphoSys
Life Sciences Transactions & Regulatory
Dr. Jörg Schickert (Partner, Munich), Arne Thiermann (Partner, Hamburg);
Anti-trust/Competition law
Michele S. Harrington (Partner, Northern Virginia), Tracy Penfield (Senior Associate, Washington D.C.);
Dr. Marc Schweda (Partner), Dr. Jan-Christoph Rudowicz (Senior Associate, both Hamburg);
US law advice
Robert Church (Partner, Pharmaceuticals and Biotechnology, Regulatory, Los Angeles), Meredith Manning (Partner, Pharmaceuticals and Biotechnology, Regulatory, Washington D.C./Denver);
Margaret Kathryn Pennisi (Associate, IPMT, Northern Virginia).
