Item 1.01.  Entry Into a Material Definitive Agreement.
On October 25, 2021, AnaptysBio, Inc. ("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").
Upon closing of the transaction with Sagard, which is anticipated by the end of
2021, Sagard will pay 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 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 closing of the transaction is subject to the satisfaction of
customary closing conditions.
The aggregate JEMPERLI royalties and milestones to be received by Sagard under
this 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 regaining 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 and the Collaboration Agreement. A copy of the
Collaboration Agreement is available as Exhibit 10.10 to AnaptysBio's
Registration Statement on Form S-1, as amended, filed on May 10, 2016 and as
Exhibit 10.16 to AnaptysBio's Annual Report on Form 10-K for the year ended
December 31, 2020. A copy of the Royalty Purchase Agreement will be filed as an
exhibit to AnaptysBio's Annual Report on Form 10-K for the year ended December
31, 2021.
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
"anticipate," "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 uncertainties that may cause
the company's actual activities or results to differ significantly

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from those expressed in any forward-looking statement, including the risk that the transaction with Sagard may not close when expected, or at all, 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.

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