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Mintz Advises Cystic Fibrosis Foundation in Sale of Residual Royalty Interest in Vertex Pharmaceuticals’ CF Franchise to Royalty Pharma for up to $650 Million

Mintz advised the Cystic Fibrosis (CF) Foundation, a donor-supported nonprofit leading the global search for a cure for CF, in the sale of its residual royalty interest in Vertex Pharmaceuticals, Inc. (Vertex)’s CF treatments to Royalty Pharma plc (Nasdaq: RPRX). The agreement, which was announced on November 2, includes an upfront payment of $575 million and a potential milestone payment of $75 million.

Based in Bethesda, MD, the CF Foundation funds more CF research than any other organization, and nearly every CF drug available today was made possible with the organization’s financial support. The CF Foundation also supports and accredits a national care center network that has been recognized by the National Institutes of Health as a model of care for a chronic disease.

As part of previous agreements between the parties, the CF Foundation sold to Royalty Pharma 100% of the CF Foundation’s royalty interests on Vertex’s CF franchise up to annual sales of $5.8 billion and 50% of all royalties on annual sales above $5.8 billion for a purchase price of $3.3 billion. In the instant transaction, the CF Foundation sold its remaining 50% portion of royalties on sales above the $5.8 billion annual sales threshold. Taken together, these transactions have resulted in proceeds to the CF Foundation of approximately $4 billion.

Vertex's marketed CF franchise includes Kalydeco (ivacaftor), Orkambi (lumacaftor and ivacaftor), Symdeko/Symkevi (tezacaftor/ivacaftor and ivacaftor), and Trikafta/Kaftrio (ivacaftor/tezacaftor/elexacaftor and ivacaftor), which are currently the only U.S. Food and Drug Administration (FDA)-approved disease-modifying therapies for CF patients.

Importantly, with the proceeds from this new transaction, the CF Foundation will be able to further advance its work funding groundbreaking research and drug development, partnering with the CF community, and advancing high-quality, specialized care. Mintz is very proud to have represented the CF Foundation in this significant transaction, and it evidences the firm’s deep commitment to helping not-for-profit institutions monetize their royalty streams and other intellectual property assets.

The Mintz team that advised the CF Foundation was led by Member and head of the firm’s Royalty Monetization Practice Richard Gervase and included Members Paul Ricotta and Avi Reshtick, and Associate Minhaj Rahman.