uniQure Announces Sale of Royalty Interest in HEMGENIX for Up To $400 Million

On May 16, 2023

uniQure N.V. announced it has entered into a definitive agreement to sell a portion of the royalty rights due to uniQure from CSL Behring from the net sales of HEMGENIX^® (etranacogene dezaparvovec-drbl) to HealthCare Royalty (HCRx) and Sagard Healthcare for a gross purchase price of up to $400 million in cash.

“This attractive financing provides uniQure with immediate, non-equity-dilutive capital to continue to invest in our AAV gene therapy pipeline and platform and to advance potentially breakthrough gene therapies for patients, including AMT-130 in Huntington’s disease, AMT-260 for refractory temporal lobe epilepsy, AMT-162 for SOD-1 ALS and other product candidates,” stated Matt Kapusta, chief executive officer of uniQure. “The partial monetization of this royalty stream validates the significant potential of HEMGENIX global sales while substantially reducing commercialization risk for uniQure. We are pleased to reach this agreement with HealthCare Royalty and Sagard Healthcare, each of whom is a recognized leader in funding innovation across life sciences, and look forward to furthering our opportunities for growth and value creation.”

Under the terms of the agreement, uniQure will receive an upfront cash payment of $375 million in exchange for the lowest royalty tier on CSL Behring’s worldwide net sales of HEMGENIX up to 1.85 times the purchase price until June 30, 2032 or, if such cap is not met by June 30, 2032, up to 2.25x the purchase price through December 31, 2038.

uniQure also is eligible to receive an additional $25 million milestone payment if 2024 net sales of HEMGENIX exceed a pre-specified threshold. uniQure will retain the rights to all other royalties under its existing Commercialization and License Agreement with CSL Behring, as well as contractual milestones totaling up to $1.5 billion, including the $100 million milestone for the first U.S. product sale and the $75 million milestone for the first product sale in one of five major European countries if achieved prior to July 2, 2023. The transaction is expected to close no later than 15 business days from signing.

Clarke B. Futch, Chairman and Chief Executive Officer of HCRx, stated, “We believe that real innovation is the lifeblood of the biotechnology industry, and it’s a rare opportunity to be part of a true first, with HEMGENIX being the first gene therapy approved for adults with hemophilia B. We are pleased to be able to provide uniQure with the opportunity to immediately monetize their royalty asset to allow them to continue to develop their innovative gene therapy programs.”

“Sagard is excited to complete this transaction and support uniQure with its mission to develop one-time, transformative gene therapies for patients in need,“ said David MacNaughtan, Partner and Head of Sagard Healthcare. “Sagard’s investment reflects our confidence in the commercial prospects of HEMGENIX which is marketed by CSL Behring.”

uniQure led the multi-year development of HEMGENIX and completed an exclusive global license and commercialization agreement with CSL Behring in May 2021. HEMGENIX is approved for the treatment of hemophilia B in the U.S., Europe and United Kingdom. CSL Behring also is pursuing registration in additional countries.

uniQure expects the transaction will extend its cash runway into the second quarter of 2026, assuming receipt of the contractual milestone payment for the first sale of HEMGENIX in the U.S.

Moelis & Company LLC acted as financial advisor to uniQure in this transaction and Ropes & Gray, LLP acted as legal advisor.

HCRx was represented in the transaction by Sidley Austin, LP.

Sagard was represented in the transaction by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.