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Royalty & Revenue Interest Financing

Flexible Non-Dilutive Financing Tied to Specific Biopharmaceutical Products

Mintz represents leading private equity firms, lenders, and other investors and public and private companies in structuring financing transactions around specific drug products and biologics.  These transactions include purchases and sales of royalty and milestone interests, synthetic royalty financings, senior secured loans and credit facilities, clinical trial financings, revenue interest financings, accounts receivable financings, purchases and sales of earn-out payments, contingent value rights and priority review vouchers, and other non-dilutive financings.

Mintz has handled dozens of royalty & revenue interest-based financing transactions. Our attorneys utilize structures and terms that help our clients most effectively achieve their goals for engaging in the transaction.

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Our Experience

Case Study
Mintz represented Massachusetts General Hospital and Partners HealthCare in a deal that enables them to monetize part of their royalty interests in Entyvio, an antibody used to treat digestive diseases, to invest in research. Royalty Pharma paid $94 million in the true sale roll-up transaction.
Case Study
Mintz represented ImmunoGen, a maker of targeted anticancer therapeutics, in a transaction that netted $194 million. The deal provided ImmunoGen with cash and liquid assets in exchange for assigning certain royalty revenues for the breast cancer treatment Kadcyla to TPG Special Situations Partners.
Case Study
Mintz represented ARIAD Pharmaceuticals in a synthetic royalty financing in which PDL BioPharma agreed to provide up to $200 million in revenue interest financing to ARIAD in exchange for royalties on worldwide net revenues of Iclusig (ponatinib).

Our Approach

We know that not every deal is the same. Our team takes the time to understand client needs and expectations for each transaction, and we recommend different transaction terms and structures (including synthetic structures) to best position our clients to secure the results they're seeking in each deal. 

Mintz takes an asset-based approach, analyzing each opportunity from an intellectual property, FDA regulatory, bankruptcy/collateral, antitrust, contract, and pricing and reimbursement perspective to establish a proper valuation model for the asset (i.e., base case, best case, worst case) and structure each transaction in a way that is carefully tailored to the particular opportunity.   For debt transactions, the collateral package is always one of the most important points.  As part of the due diligence process, Mintz identifies and evaluates the core product assets necessary to commercialize the applicable product and works with pre-existing senior secured lenders, if any, to negotiate an inter-creditor agreement with an appropriate collateral package to support the transaction and mitigate downside risk.  Our analysis also considers forward-looking governmental policy and enforcement shifts that could impact the business.

As in any industry, biopharma companies sometimes run into financial trouble.  When that happens, Mintz works with private equity firms, secured lenders, and other royalty investors in bankruptcy proceedings, corporate restructurings, workouts, Section 363 sales, DIP financings and stalking horse bids involving distressed pharmaceutical and biotechnology product assets.  Sometimes, this involves setting up one or more Newcos to take over worldwide development and commercialization of the product.  Mintz has the deep life sciences expertise necessary to handle every scenario. 

​Recent Deal Structures
  • Purchases and sales of royalty interests
  • Synthetic royalty financings
  • Senior secured loans and credit facilities
  • Clinical trial financings
  • Revenue interest financings
  • Accounts receivable financings
Cross-Practice Collaboration

These deals are never done in a vacuum by a single practitioner or by multiple practitioners with one legal focus. Mintz fields a team of experts who bring a broad range of capabilities, including corporate finance/M&A, intellectual property, litigation, FDA regulatory, bankruptcy, licensing, tax, reimbursement, antitrust, and health care.

Meet Mintz

Our attorneys collaborate with you to identify the transaction terms and structures that will position you to secure the result you're looking for from your deal.