Maximize the value of innovation
Idorsia considers sophisticated partnerships to strategically access technologies or products, and to maximize the value of its discovery engine and clinical pipeline. In general, the purposes of our partnerships are to:
- Complement internal innovation with external projects
- Find suitable partners for maximizing the value of internal projects
Collaboration Agreement with Janssen Biotech
On December 1, 2017, Janssen Biotech, Inc. (Janssen), one of the Janssen Pharmaceutical Companies of Johnson & Johnson, entered into a collaboration agreement with Idorsia to jointly develop and commercialize aprocitentan and any of its derivative compounds or products.
Idorsia received a one-time milestone payment of USD 230 million. Both parties have joint development rights over aprocitentan. Idorsia will oversee the Phase 3 development and regulatory submission for the treatment of patients with hypertension that is not controlled by at least three therapies (called resistant hypertension in the medical community). The costs will be shared equally between both partners. Janssen will oversee the Phase 3 development and submission for any additional indications.
Revenue Sharing Agreement with Johnson & Johnson
Idorsia Pharmaceuticals Ltd, J&J and Actelion Pharmaceuticals Ltd have entered into the Revenue Sharing Agreement in respect to ponesimod. Under the terms of the Revenue Sharing Agreement, Idorsia Pharmaceuticals Ltd is entitled to receive quarterly payments of 8% of the net sales of ponesimod products from Actelion Pharmaceuticals Ltd.
Collaboration Agreements for vamorolone
Collaboration Agreement with ReveraGen
Idorsia Pharmaceuticals Ltd has a collaborative agreement with ReveraGen to research and co-develop vamorolone, a non-hormonal steroid modulator currently investigated for the treatment of Duchenne Muscular Dystrophy (DMD). Idorsia will be entitled to exercise an option to obtain the exclusive worldwide license rights on vamorolone at any time, but not later than upon receipt of the Phase 2b study results for a consideration of USD 20 million. If the option is exercised, ReveraGen will be entitled to receive regulatory and commercial milestone payments up to USD 75 million in the DMD indication and three new one-time sales milestone payments of up to USD 120 million. Furthermore, Idorsia has agreed to support R&D activities with up to a maximum amount of USD 1 million until mid-2020. ReveraGen will also be entitled to receive milestone payments for three additional indications up to USD 190 million. Idorsia will pay tiered single-digit to low double-digit royalties on the annual net sales of vamorolone.
Collaboration Agreement with Santhera
Idorsia Pharmaceuticals Ltd has entered into an agreement with Santhera Pharmaceuticals under which Idorsia will grant Santhera the option to obtain an exclusive sub-license for vamorolone in all indications and all territories except Japan and South Korea. Idorsia will receive as consideration for entering into the agreement 1,000,000 (one million) new registered shares from Santhera’s existing authorized share capital and an upfront cash component of USD 20 million, of which USD 15 million is intended to compensate Idorsia for its investment into the Phase 2b VISION-DMD study currently conducted by ReveraGen. While the cash component of the consideration is subject to financing, the share component of the consideration is unconditional and, like the cash component, not redeemable under any circumstances. As a consequence of the transaction, Idorsia will become the largest shareholder in Santhera with a 13.3% equity position. The shares to be issued to Idorsia will be subject to a lock-up undertaking expiring if and when vamorolone receives marketing authorization in DMD in the United States. Santhera may exercise the option upon receipt of data from the Phase 2b VISION-DMD study (VBP15-004) and following a one-time consideration to Idorsia of USD 30 million.
Following the exercise of the worldwide vamorolone license option by Idorsia and exercise of the vamorolone sub-license option for all territories worldwide except Japan and South Korea by Santhera, Santhera will pay to Idorsia regulatory and commercial milestone payments of up to USD 80 million in the DMD indication and four one-time sales milestone payments of up to USD 130 million in aggregate. Regulatory milestone payments by Santhera to Idorsia for three additional indications amount to up to USD 205 million in aggregate. Upon commercialization of vamorolone, Santhera has committed to pay tiered royalties ranging from a single-digit percentage to low double-digit percentage on the annual net sales of vamorolone to Idorsia.
Research collaboration with Roche
Idorsia has entered into a research collaboration that provides Roche with an exclusive option right to develop and market first-in-class compounds for a promising new approach in the field of cancer immunotherapy.
The parties will collaborate on the discovery of products through the formation of a joint committee, chaired by Idorsia.
Roche has paid Idorsia an upfront payment of CHF 15 million and has the option to exclusively license Idorsia compounds and compounds resulting from the collaboration, for a further payment of CHF 35 million, after a pre-determined period. After the exercise of its option right, Roche would have the exclusive worldwide right to develop and commercialize the Idorsia and collaboration compounds.
Idorsia will be eligible to receive one-time development and regulatory milestones of up to CHF 410 million. Idorsia will also be entitled to one-time milestones based on sales thresholds, as well as tiered royalties on annual net sales of all products resulting from the collaboration.
Equity stake in Vaxxilon AG
In 2015, Actelion established Vaxxilon as a new majority-owned company that aims to discover, develop and commercialize synthetic carbohydrate vaccines. Vaxxilon was incorporated under the laws of Switzerland together with the Max Planck Society, a publicly funded non-profit organization in Munich, Germany, and Seeberger Science GmbH, a private company in Kleinmachnow, Germany. Actelion was the principal investor and majority shareholder, holding a 73.9% equity stake of the company. Vaxxilon has licensed exclusive rights to multiple preclinical vaccine candidates and additional technologies from MPI.
The equity stake of 73.9% as well as all rights and obligations in connection with Vaxxilon were transferred to Idorsia. Consequently, Idorsia is committed to provide funding of up to the CHF equivalent of EUR 10 million to Vaxxilon, contingent upon successful completion of predefined clinical and development milestones, funding which will be released over an estimated period of two to three years.