Item 2.01.  Completion of Acquisition or Disposition of Assets.
As previously disclosed in a Current Report on Form 8-K filed by AnaptysBio,
Inc. ("AnaptysBio") on October 25, 2021, AnaptysBio entered into a Royalty
Purchase Agreement (the "Royalty Purchase Agreement") with Sagard Healthcare
Royalty Partners, LP ("Sagard") to monetize a portion of AnaptysBio's future
JEMPERLI royalties and milestones under AnaptysBio's Collaboration and Exclusive
License Agreement, as amended (the "Collaboration Agreement"), with Tesaro, Inc.
and Tesaro Development, Ltd., each a wholly-owned subsidiary of GlaxoSmithKline
("GSK").
The transaction with Sagard closed on December 1, 2021, and, pursuant to the
Royalty Purchase Agreement, Sagard paid AnaptysBio $250 million upfront in
exchange for royalties payable to AnaptysBio under the Collaboration Agreement
on annual global net sales of JEMPERLI below $1 billion starting in October
2021. The royalty rate applicable below the $1 billion annual net sales
threshold is 8%. Sagard may also receive up to a total of $105 million in
potential cash milestones, of which $15 million are subject to certain future
JEMPERLI regulatory filing and approval milestones and up to $90 million are
subject to certain commercial sales milestones due prior to JEMPERLI achieving
the $1 billion in annual global net sales threshold.
Royalties payable above $1 billion JEMPERLI annual global net sales, which are
paid by GSK at 12% to 25%, and certain milestones payable on annual sales at or
above $1 billion are retained by AnaptysBio and are not subject to the Royalty
Purchase Agreement. Royalties and milestones due upon development and
commercialization of the AnaptysBio-generated anti-TIM-3 antagonist (cobolimab)
or anti-LAG-3 antagonist (GSK4074386) antibodies under the Collaboration
Agreement, including in combination with JEMPERLI, are also not subject to the
Royalty Purchase Agreement. In addition, royalties due to AnaptysBio from GSK's
global net sales of ZEJULA (niraparib) are excluded from the Royalty Purchase
Agreement.
The aggregate JEMPERLI royalties and milestones to be received by Sagard under
the Royalty Purchase Agreement is capped at certain fixed multiples of the
upfront payment based upon time. Once Sagard receives an aggregate of either
$312.5 million (125% of the upfront) by the end of 2026, or $337.5 million (135%
of the upfront) during 2027, or $412.5 million (165% of the upfront) at any time
after 2027, the Royalty Purchase Agreement will expire, resulting in AnaptysBio
retaining all subsequent JEMPERLI royalties and milestones.
The foregoing summary of the Royalty Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Royalty Purchase Agreement. A copy of the Royalty Purchase Agreement is filed as
Exhibit 2.1 to this Current Report on Form 8-K.
Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 2.01 above is incorporated by reference in
this Item 2.03.
Forward-Looking Statements
This filing contains forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, the timing and potential amount of milestones and
royalty payments to be received under the Collaboration Agreement and benefits
expected from the Royalty Purchase Agreement. Statements including words such as
"may," "will," "to be," or "expect" and statements in the future tense are
forward-looking statements. These forward-looking statements involve risks and
uncertainties, as well as assumptions, which, if they do not fully materialize
or prove incorrect, could cause our results to differ materially from those
expressed or implied by such forward-looking statements. Forward-looking
statements are subject to risks and

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uncertainties that may cause the company's actual activities or results to differ significantly from those expressed in any forward-looking statement and risks and uncertainties described under the heading "Risk Factors" in documents the company files from time to time with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this report, and the company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof. Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit Number              Exhibit Title or Description
  2.1  *+                   Royalty Purchase Agreement, dated October 25, 2021, by and between the
                            Registrant and Sagard Healthcare Royalty Partners, LP
104                         Cover Page Interactive Data File (the cover page XBRL tags are embedded
                            within the inline XBRL document)


*     Exhibits and schedules to this agreement have been omitted pursuant to the rules of
      the Securities and Exchange Commission. The Registrant will submit copies of such
      exhibits and schedules to the Securities and Exchange Commission upon request.

+     Certain portions of this exhibit have been omitted by means of marking such portions
      with asterisks because the Registrant has determined that the information is not
      material and is the type that the Registrant treats as private or confidential.

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