On February 22, 2024, Rigel Pharmaceuticals, Inc. ("Rigel") reported to have entered into an asset purchase agreement (the "Asset Purchase Agreement") with Blueprint Medicines Corporation ("Blueprint") to purchase certain assets comprising the right to research, develop, manufacture and commercialize pralsetinib, Blueprint’s proprietary RET inhibitor of tyrosine kinase currently approved for the treatment of metastatic non–small cell lung cancer and advanced thyroid cancer, in the United States (Filing, 8-K, Rigel, FEB 22, 2024, View Source [SID1234640392]). Such assets include, among other things, applicable intellectual property related to pralsetinib in the United States, including patents, copyrights and trademarks, as well as clinical regulatory and commercial data and records. Pursuant to the terms of the Asset Purchase Agreement, Rigel has agreed to pay a purchase price of $15.0 million, $10.0 million of which is payable upon first commercial sale by Rigel and an additional $5.0 million of which is payable on the first anniversary of the closing date, subject to the completion of certain transition activities, and up to $97.5 million in future commercial milestone payments and up to $5.0 million in future regulatory milestone payments. The potential regulatory milestones include full regulatory approval of pralsetinib (or related compounds) for the treatment of adult RET-fusion positive thyroid cancer, and maintenance of the current regulatory approval of pralsetinib for the treatment of adult RET-fusion positive thyroid cancer during the period beginning on February 22, 2024 and ending on the third anniversary of the first commercial sale of pralsetinib subject to certain conditions. Subject to the terms and conditions of the Asset Purchase Agreement, Blueprint would be entitled to tiered royalty payments on net sales of products containing pralsetinib (or related compounds) at percentages ranging from 10 percent to 30 percent, subject to certain reductions and offsets.
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The Asset Purchase Agreement includes customary representations, warranties and covenants, as well as mutual indemnities covering, among other things, losses arising from excluded liabilities or inaccuracy of the representations and warranties therein.
Simultaneously and in connection with entering into the Asset Purchase Agreement, the parties have also entered into certain supporting agreements, including a customary transition agreement, pursuant to which, during a transition period, Blueprint will transition regulatory and distribution responsibility for pralsetinib to Rigel.
The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, a copy of which will be included as an exhibit to Rigel’s Quarterly Report on Form 10-Q for the fiscal period ending March 31, 2024, to be filed with the U.S. Securities and Exchange Commission (the "SEC").