Shots: 

• Sticking to M&A and licensing agreements can be really challenging, especially when dealing with stringent antitrust laws and evolving regulatory challenges. In such adverse scenarios, the rational and right step seems to be nullifying the existing deals.

• In 2023, the termination of the deal between Janssen and Arrowhead remained the talk of the town and garnered the most attention in the biopharma, by being the most valued deal to be terminated, with a staggering amount of $3.75B. This was followed by Fate Therapeutics' deal with Janssen Biotech and BeiGene's deal with Novartis.

• Using DealForma's invaluable insights, PharmaShots brings a concise report on the Top 20 Biopharma Deal Terminations of 2023 based on Total Deal Value.

20. AUM Biosciences and Mountain Crest Acquisition Corp. V (SPAC)  

      AUM Biosciences Terminated its Business Combination Agreement with Mountain Crest Acquisition Corp.V 

       Deal Date: Oct 19, 2022 

       Deal Value: $400M 

• In Oct 2022, AUM Biosciences entered into a definitive business combination agreement with Mountain Crest Acquisition Corp. V, a Special Purpose Acquisition Company (SPAC)  
• Under the terms of the agreement, the combined company had a pre-money equity value of $400M with no assumed redemptions and was eligible to receive ~$69M in cash from Mountain Crest’s trust account, assuming no redemptions 
• Moreover, the stakeholders of AUM would receive 40M shares of the combined company in exchange for AUM stocks at $10 per share while each Mountain Crest's unredeemed outstanding share and every ten SPAC rights would be converted into one share of the combined company. Later in Mar 2023, AUM Biosciences reported the termination of the reverse merger with Mountain Crest Acquisition Corp. V by closing certain stock escrow agreements
   

  19. GSK and  Adaptimmune Therapeutics  

GSK and Adaptimmune announce the expansion of their strategic   collaboration to accelerate the immunotherapy program

       Deal Date: Feb 02, 2016 

       Deal Value: $500M 

• Adaptimmune and GSK signed an agreement to expand its strategic collaboration agreement to accelerate Adaptimmune’s NY-ESO TCR program for the treatment of Synovial Sarcoma and Myxoid Round Cell Liposarcoma. As per the agreement, GSK received the rights to develop and commercialize the NY-ESO TCR program 
• Moreover, both companies had the option to develop up to 8 combination studies to proof-of-principle with other therapies including checkpoint inhibitors. Adaptimmune was to conduct the clinical studies while GSK was given the responsibility to provide the funding for the pivotal studies while sharing the cost of combination studies 
• Under the terms of the agreement, Adaptimmune was eligible to receive up to $500M in milestone payments, plus royalties. Later, in Apr 2023, GSK terminated the agreement and will return materials related to the NY-ESO program to Adaptimmune, along with the preclinical PRAME cell therapy program
   

 18. AbbVie and CytomX Therapeutics 

       AbbVie Terminated its Collaboration Agreement with CytomX Therapeutics 

       Deal Date: Apr 21, 2016 

       Deal Value: $500M 

• In Apr 2016, CytomX signed a collaboration agreement with AbbVie to co-develop and co-commercialize Probody Drug Conjugates against CD71. Under the terms of the agreement, AbbVie received the exclusive worldwide right to co-develop and co-commercialize Probody Drug Conjugates for the treatment of cancer (up to two additional, undisclosed targets)  
• As per the transaction, CytomX received an up front payment of $30M and was eligible to receive up to $470M in development, regulatory, and commercial milestones, plus royalties.  
• Later in Mar 2023, AbbVie reported the termination of its agreement with CytomX and thereby will not advance CX-2029 into additional studies following the ongoing clinical trial results 

17. AbbVie and Harpoon Therapeutics  

      AbbVie Terminated its Option to License Agreement with Harpoon Therapeutics 

       Deal Date: Nov 21, 2019 

       Deal Value: $510M 

• Harpoon Therapeutics and AbbVie entered into a research collaboration for the development of Harpoon's HPN217 to treat multiple myeloma. As per the agreement, AbbVie received an option to license exclusive worldwide rights to develop HPN217 for multiple myeloma. Moreover, both companies also expanded their 2017 discovery partnership by adding up to 6 additional targets 
• Harpoon was given the responsibility to develop HPN217 through the P-I/II clinical trial whereas AbbVie could exercise its option following the completion of the P-I/II clinical trial. If the option is exercised, AbbVie would conduct all future clinical development, manufacturing, and commercialization of HPN217 
• As per the transaction, Harpoon received an aggregate of $510M as the total announced deal value which included an undisclosed amount of up front payment, option payment, and milestones, plus royalties. Later in Sep 2023, AbbVie terminated the deal by not exercising the option to license HPN-217 

16. Novartis and XOMA Corp.  

      Novartis Terminated its License Agreement with XOMA Corp.  

       Deal Date: Oct 01, 2015 

       Deal Value: $517M 

• In Oct 2015, XOMA signed a collaboration agreement with Novartis for the development and commercialization of an Antibody Program for the treatment of Cancer 
• As per the terms of the agreement, Novartis received the exclusive worldwide rights to develop and commercialize an anti-transforming growth factor-beta (TGFb) antibody program (NIS793) for the treatment of cancer 
• Moreover, XOMA received an up front payment of $37M and was eligible to receive up to $480M in development, regulatory, and commercial milestones, plus mid-single digits to the low double-digit royalties. Later in Aug 2023, Novartis terminated its license agreement and returned rights related to NIS793 to XOMA 

15. Frequency Therapeutics and Astellas Pharma 

      Frequency Terminated its Licensing Agreement with Astellas Pharma  

       Deal Date: Jul 17, 2019 

       Deal Value: $625M 

• Frequency signed an exclusive license agreement with Astellas, as per the terms of which Astellas received the exclusive rights to co-develop and co-commercialize FX-322 for the treatment of sensorineural hearing loss outside the US 
• Under the terms of the agreement, Frequency received an up front payment of $80M and was eligible to receive up to $545M as milestone payments, plus royalties 
• Later in Feb 2023, Frequency terminated its licensing agreement with Astellas as the clinical evaluation of FX-322 failed to meet its primary endpoints 

14. Janssen Biotech and Morphic Therapeutic  

      Janssen Terminated its Option to License Agreement with Morphic Therapeutics 

       Deal Date: Feb 21, 2019 

       Deal Value: $725M 

• In Feb 2019, Morphic signed a research and development collaboration agreement with Janssen Biotech to discover and develop integrin therapeutics for the treatment of patients with conditions not adequately addressed by current therapies 
• As per the agreement, Janssen received an exclusive worldwide option to license inhibitors and activators of integrin functions to be discovered using Morphic's crystal structural integrin models for the treatment of undisclosed indications. Both companies will jointly conduct activities up to the preclinical stage and upon completion of the IND-enabling studies, Janssen will receive the option to license the resulting compounds and will subsequently be responsible for the global clinical development and commercialization  
• Moreover, Morphic received an up front payment of an undisclosed amount along with research funding and was eligible to receive up to $725M as milestones payments, plus royalties. In Jan 2021, Morphic expanded the partnership with Janssen to include a third integrin target, and later in Jan 2023, Janssen terminated its option to license the collaborative products developed with Morphic 

13. Sanofi and Maze Therapeutics 

      Sanofi Terminated its Licensing Agreement with Maze Therapeutics 

       Deal Date: May 01, 2023 

       Deal Value: $750M 

• Maze Therapeutics entered into a license agreement with Sanofi in May 2023. Under the terms of the agreement, Sanofi received the exclusive worldwide rights to develop and commercialize Maze’s MZE001 (P-II evaluation) for the treatment of multiple indications including Pompe Disease 
• Moreover, Maze received an up front cash payment of $150M along with equity and was eligible to receive up to $600M as development, regulatory, and commercial milestone payments, plus undisclosed royalties 
• Later in Dec 2023, Sanofi reported the termination of its agreement with Maze Therapeutics to FTC antitrust setback 

12. Novartis and Sangamo Therapeutics  

      Novartis Terminated its Licensing Agreement with Sangamo Therapeutics  

       Deal Date: Jul 30, 2020  

       Deal Value: $795M 

• In Jul 2020, Sangamo signed a global licensing agreement with Novartis for the development and commercialization of gene regulation therapies for the treatment of three neurodevelopmental targets including Autism Spectrum Disorder (ASD) and intellectual disability. The initial research term was marked to be up to 3 years 
• As per the terms of the agreements, Novartis received the exclusive worldwide rights to develop gene regulation therapies by leveraging Sangamo’s genome regulation technology, Zinc Finger Protein Transcription Factors (ZFP-TFs), and also received the option to license Sangamo’s AAVs. Moreover, Sangamo was given the responsibility for research and manufacturing funded by Novartis while Novartis was given the responsibility for additional research, IND-enabling studies, clinical development, regulatory, manufacturing, and global commercialization 
• Sangamo received an up front payment of $75M and was eligible to receive up to $420M in development and $300M in commercial milestones, plus tiered high single-digit to sub-teen double-digit royalties. Later in Mar 2023, Novartis terminated its collaboration agreement with Sangamo 

11. Roche and Blueprint Medicines Corp.  

      Roche Terminated its Option to License Agreement with Blueprint Medicines 

       Deal Date: Mar 01, 2016  

       Deal Value: $1.01B 

• In Mar 2016, Blueprint Medicines and Roche signed a global collaboration and exclusive license agreement to discover, develop, and commercialize up to 5 small-molecule therapies for the treatment of cancer. As per the agreement, Roche received an option to license up to 5 immunotherapy programs targeting undisclosed immunokinases. Moreover, Blueprint was given the responsibility to lead the development of these immunotherapies through P-I trials whereas Roche also had the option to license exclusive rights upon achievement of P-I proof-of-concept for each candidate. If the option was exercised, Roche was to be responsible for the subsequent global development and commercialization of the immunotherapies 
• Blueprint had the commercial rights for up to two programs across the US while Roche had the global commercialization rights for up to three programs and ex-US rights for up to two programs. Both companies were to share the costs of P-I development for each collaboration target. Roche was to be responsible for post-P-I development costs for each licensed product for which it retains global commercialization rights whereas both companies will share post-P-I development costs for each licensed product for which Blueprint retains commercialization rights in the US. 
• Furthermore, Blueprint received an up front payment of $45M and was eligible to receive up to $965M in option fees and milestone payments for all five potential programs (a total of $215M in option fees and milestones for research, preclinical, and clinical development events before licensing all five programs and $750M in sales milestones), plus undisclosed low double-digits to high-teens tiered royalties and cost-sharing whereas, for any licensed product for which Blueprint retained the US commercialization rights, both companies were eligible to receive mid-single-digits to low double-digits tiered royalties in the other party's territories. Later, in Apr 2023, Roche reported the termination of its option to license agreement with Blueprint Medicines 

10. Roche and SQZ Biotechnologies Co. 

      Roche Terminated its Collaboration Agreement with SQZ Biotechnologies Co. 

       Deal Date: Oct 15, 2018  

       Deal Value: $1.12B 

• In Oct 2018, SQZ Biotech expanded its collaboration agreement with Roche to synergistically combine SQZ’s cell therapy expertise and Roche’s expertise in cancer immunotherapies  
• As per the terms of the agreement, Roche received the exclusive worldwide rights to co-develop and co-commercialize antigen-presenting cells (APCs) based cell therapies for the treatment of cancer 
• On the other hand, SQZ received an up front payment of $125M and was eligible to receive up to $1B as milestone payments. Later in July 2023, Roche reported it would not exercise the option for solid tumor therapies thereby SQZ will regain development and commercial rights for its therapies 

09. Blueprint Medicines Corp. and Roche 

      Blueprint Medicines Terminated its Global Collaboration Agreement with Roche  

       Deal Date: Jul 14, 2020 

       Deal Value: $1.7B 

• In Jul 2020, Blueprint entered into a global collaboration agreement with Roche for the development and commercialization of Gavreto (pralsetinib) for the treatment of patients with cancers driven by oncogenic RET alterations including Non-Small Cell Lung Cancer (NSCLC), Medullary Thyroid Cancer (MTC), other Thyroid Cancers, and Solid Tumors 
• Under the terms of the agreement, both companies will co-commercialize Gavreto across the US and will equally share the development costs, profits, and losses while Roche will obtain the exclusive rights to commercialize Gavreto outside the US (ex-Greater China)  
• Moreover, Blueprint Medicines received an up front payment of $675M in cash and $100M in equity investment and was eligible to receive up to $927M in development, regulatory, and sales-based milestones, plus ex-US royalties. Later in Feb 2023, Blueprint Medicines terminated the collaboration agreement and regained the (excluding Greater China) rights to develop and commercialize Gavreto (pralsetinib) 

08. Gilead Sciences and Pionyr Immunotherapeutics  

      Gilead Sciences Terminated its Acquisition Option with Pionyr Immunotherapies  

       Deal Date: Jun 23, 2020  

       Deal Value: $1.7B 

• In Jun 2020, Gilead Sciences reported the acquisition of 49.9% equity in Pionyr Immunotherapeutics for an aggregate of $275M while it has the exclusive option to acquire the remaining equity following the completion of the P-Ib evaluation of PY314 and PY159. Upon option exercise by Gilead, Pionyr would receive $315M as an option exercise fee along with undisclosed research funding and was also eligible to receive up to $1.15B as milestone payments 
• Gilead completed the 49.9% share purchase of Pionyr in Jul 2020 for a $269M cash payment and $6M contingent payment. Later in Mar 2023, Gilead terminated its option to acquire Pionyr following reprioritization 
• Post-termination of the agreement, Gilead will retain the 49% equity in Pionyr along with the rights to review new data under certain conditions 

07. AbbVie and I-Mab Biopharma  

      AbbVie Terminated its Global Collaboration Agreement with I-Mab Biopharma 

       Deal Date: Sep 04, 2020  

       Deal Value: $1.94B 

• In Sep 2020, AbbVie and I-Mab entered into a global collaboration agreement to develop and commercialize lemzoparlimab (TJC4) for the treatment of multiple cancer indications. As per the agreement, AbbVie received the exclusive rights to develop and commercialize lemzoparlimab globally, excluding Mainland China, Macau, and Hong Kong, where I-Mab retained the development and commercialization rights   
• Both companies could expand the agreement to include the development of CD47-related therapies while each company was given the right to further license to explore each other's related programs in their respective territories 
• In terms of the transaction details, I-Mab received an up front payment of $180M and was eligible to receive up to $20M upon the reporting of the P-I results, up to $840M as clinical development and regulatory milestones, and up to $900M as commercial milestones, plus low-to mid-teen royalties outside Greater China. AbbVie discontinued the collaborative evaluation of lemzoparlimab for two cancer indications and later in Sep 2023, AbbVie terminated the agreement with I-Mab  

06. Silence Therapeutics and Mallinckrodt 

      Silence Therapeutics Terminated its Development and Commercialization Agreement with Mallinckrodt  

       Deal Date: Jul 18, 2019  

       Deal Value: $2.14B 

• Silence Therapeutics signed an agreement with Mallinckrodt in Jul 2019 for the development and commercialization of RNAi drug targets for complement-mediated diseases. Under the terms of the agreement, Mallinckrodt received the worldwide rights to develop and commercialize SLN500 for complement-mediated diseases and received an option to license up to two additional complement-targeted assets 
• On the other hand, Silence received an up front payment of $20M and was eligible to receive an R&D milestone of up to $10M for SLN500 and each optioned drug along with Phase I funding including GMP manufacturing. Moreover, Silence was given the responsibility to fund all other preclinical activities under the collaboration 
• Additionally, Silence was eligible to receive an aggregate of $100M as clinical and regulatory milestones and up to $563M as commercial milestones for SLN500. For the opt-in program, Silence was eligible for $703M per program in clinical, regulatory, and commercial milestones. Later in Mar 2022, both companies filed a CTA for SLN501 and in Mar 2023, Silence acquired the rights to 2 collaborative siRNA therapies thereby terminating the agreement. SLN501 remains a part of the collaboration agreement 

05. Novartis and BeiGene  

      Novartis Terminated its Collaboration and Licensing Agreement with BieGene 

       Deal Date: Jan 11, 2021 

       Deal Value: $2.2B 

• In Jan 2021, BeiGene entered into a collaboration and license agreement with Novartis to develop, manufacture, and commercialize BeiGene’s tislelizumab (anti-PD-1 antibody). 
• As per the terms of the agreement, Novartis received the exclusive rights to develop and commercialize tislelizumab for the treatment of cancer across the US, Canada, Mexico, EU, UK, Norway, Switzerland, Iceland, Liechtenstein, Russia, and Japan. BeiGene was given the responsibility for ongoing clinical studies and Novartis was to fund the new clinical studies.  
• Both companies would retain the right to commercialize their proprietary products in combination with tislelizumab. Moreover, BeiGene received an up front payment of $650M and was eligible to receive up to $1.3B in development and regulatory milestones and up to $250M in sales milestones, plus royalties. Later in Sep 2023, Novartis terminated the collaboration agreement with BeiGene by returning worldwide rights for tislelizumab 

04. Biogen and Sangamo Therapeutics  

      Biogen Terminated its Global Licensing Agreement with Sangamo Therapeutics 

       Deal Date: Feb 27, 2020 

       Deal Value: $2.72B 

• Biogen reported the signing of a global licensing collaboration agreement with Sangamo Therapeutics in Feb 2020. As per the agreement, Biogen received the exclusive worldwide rights to develop and commercialize Gene Regulation Therapies including ST-501 (Tauopathies incl. Alzheimer's Disease) ST-502 (Synucleinopathies incl. Parkinson's Disease), an undisclosed neuromuscular disease target, and up to 9 additional undisclosed neurological disease targets to be developed using Sangamo's Zinc Finger Protein (ZFP) Technology 
• Moreover, Sangamo was eligible to receive an up front of $125M as a license fee payment and $225M in up front equity for 24M shares for $9.21 per share and was also eligible to receive up to a milestone payment worth $2.37B, plus royalties. Later, in Mar 2023, Biogen reported the termination of its collaboration agreement with Sangamo 

03. BeiGene and Novartis 

      BeiGene and Novartis Mutually Terminated their Collaboration and License Agreement 

       Deal Date: Dec 20, 2021  

       Deal Value: $2.89B 

• In Dec 2021, Novartis and BieGene signed an option, collaboration, and license agreement as a step to expand Novartis’ immune-oncology portfolio. As per the agreement, Novartis received the exclusive option to license for the development of Ociperlimab (BGB-A1217) for the treatment of various cancer indications across the US, Canada, Mexico, EU, UK, Norway, Iceland, Liechtenstein, Switzerland, Russia, and Japan whereas BieGene retained the development rights for the rest of the world. If the option is exercised by Novartis, both companies would jointly develop the program in the licensed territory with Novartis sharing global development cost and being responsible for regulatory submission following the transition period. During the option period, both companies will collaborate on the clinical development of Ociperlimab in combination with tislelizumab while Novartis will design, sponsor, and fund the global combination clinical trials 
• Moreover, both companies will retain the worldwide rights for the commercialization of their own products with Ociperlimab. Initially, BieGene was responsible for the supply of Ociperlimab to Novartis and had agreed to expand the patient’s enrollment in both ongoing trials. It was also stated that both companies may also conduct combination trials for Ociperlimab globally. BeiGene would contribute 50% of the co-detailing and co-field medical efforts in the US and 25% in Canada and Mexico 
• As per the transaction, BeiGene received an up front payment of $300M along with an option payment ranging from $600M to $700M based on the exercise period prior to mid-2023 or late-2023 and was also eligible to receive up to $745M in regulatory milestones and up to $1.15B in commercial milestones, plus tiered royalties. Later in Jul 2023, Novartis and BeiGene mutually agreed to terminate its partnership thereby reverting all the rights to BeiGene 

02. Fate Therapeutics and Janssen Biotech  

      Fate Therapeutics Terminated its Global Collaboration and Option Agreement with Janssen Biotech 

       Deal Date: Feb 04, 2020 

       Deal Value: $3.6B 

• In Apr 2020, Fate Therapeutics signed a global collaboration and option agreement with Jassen Biotech, a subsidiary of Johnson & Johnson. As part of the agreement, Janssen received an exclusive option to globally develop and commercialize up to 4 iPSC-derived CAR NK and CAR T-cell therapies by leveraging Fate's iPSC product platform for the treatment of hematologic malignancies and solid tumors. Moreover, Janssen was held responsible for reimbursing development costs until IND after which Janssen would receive the right to exercise its option 
• As per the transaction, Fate was eligible to receive an up front payment of $50M in cash and $50M up front as an equity investment for a price of $31 per share and was also eligible to receive $1.8B as development and regulatory based milestones and $1.2B in commercial milestones, plus double-digit royalties. In addition, Fate was given the option to replace certain clinical development expenses and modifications to milestone and royalty payments with the opportunity to co-commercialize and split equally in profits and losses from the sales of the indicated products in the US 
• Later in Jun 2023, Fate reported the termination of the agreement with Janssen. The company received $3M as a regulatory milestone following the IND application acceptance by the US FDA for the collaborative product and also received $10M in milestones following the exercise of Janssen’s second commercial option for a collaborative product 

01. Janssen and Arrowhead Pharmaceuticals  

      Janssen Terminated its Research Collaboration Agreement with Arrowhead Pharmaceuticals 

       Deal Date: Oct 04, 2018 

       Deal Value: $3.75B 

• In Oct 2018, Arrowhead signed a research collaboration and option agreement with Janssen to discover, develop, and commercialize RNA interference (RNAi) therapies. Janssen received the exclusive option to license the development (using Arrowhead’s TRiM platform) and commercialization of up to three RNAi therapies against targets selected by Janssen 
• Arrowhead was given the responsibility to conduct discovery, optimization, and preclinical development of the selected targets while Janssen was given the responsibility to fund the process and was given the full responsibility for the clinical development and commercialization if the option is exercised. Arrowhead is also eligible to receive up to $1.9B as option and milestone payments, plus royalties  
• Thereby, Arrowhead would further receive an up front payment of $175M along with an equity investment of $75M and be eligible to receive an aggregate of $1.6B as milestone payments, plus royalties. In Feb 2023, Janssen reported the termination of its agreement with Arrowhead following which, Arrowhead regained the rights to ARO-PNPLA3 (formerly JNJ-75220795 for Non-Alcoholic Steatohepatitis) 

Related Posts: Top 20 Biopharma Deal Terminations of 2022 Based on Total Deal Value