Attorneys from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. represented ARIAD Pharmaceuticals, Inc. in the sale of its European operations to Incyte Corporation and the previously announced license agreement for Incyte to exclusively license Iclusig® in Europe and other select countries.
Per the terms of the transaction, ARIAD transferred all rights to its EU operations to Incyte, which has acquired all shares of ARIAD Pharmaceuticals (Luxembourg) S.a.r.l., the parent company of ARIAD’s European subsidiaries responsible for the commercialization of Iclusig in the licensed territory, for a payment to ARIAD at the closing of approximately $140 million (subject to customary post-closing adjustments). In addition, Incyte has now been granted an exclusive license to develop and commercialize Iclusig in the European Union and 22 other countries, including Switzerland, Norway, Turkey, Israel and Russia.
In connection with the closing of the Incyte transaction, the previously disclosed amendments to ARIAD’s royalty financing agreement with PDL BioPharma, Inc. (PDL), entered into on May 9, 2016, became effective. ARIAD and PDL agreed to amend the agreement to, among other things, include net sales of Iclusig made by Incyte in the calculation of net sales under the PDL agreement and to restructure ARIAD’s option to receive additional funding so that ARIAD may require PDL to fund up to an additional $40 million (instead of the original $100 million) in July 2017, rather than between January and July 2016.
Inclusig® is a kinase inhibitor. The primary target for Inclusig® is BCR-ABL, an abnormal tyrosine kinase that is express in chronic myeloid leukemia (CML) and Philadelphia-chromosome positive acute lymphoblastic leukemia (PH+ALL).
Leading the transaction on behalf of ARIAD was Richard Gervase, a Member of Mintz Levin’s Intellectual Property Practice. The Mintz Levin team also included Paul Ricotta, a Member of the Bankruptcy Practice, with assistance from Mark Nemes, an attorney in the Corporate and Securities Practice.