Arvinas Inc. (ARVN) Enters License and Asset Agreement with Novartis

On April 10, 2024, Arvinas Inc. (NASDAQ: ARVN), entered into a transaction (the “Transaction”), including both a license agreement (the “License Agreement”) and an asset purchase agreement (the “Asset Agreement”), with Novartis Pharma AG (“Novartis”). Pursuant to the License Agreement, the Company will grant to Novartis an exclusive worldwide license for the development, manufacture and commercialization of ARV-766, the Company’s second generation PROTAC® androgen receptor (“AR”) degrader for patients with prostate cancer. Pursuant to the Asset Agreement, the Company will sell to Novartis all of its rights, title and interest in the Company’s PROTAC® protein degrader targeting AR-V7, a splice variant of the AR.
Under the terms of and as consideration for entering into the Transaction, Novartis will pay to the Company a one-time, upfront payment in the aggregate amount of $150.0 million. Under the License Agreement, the Company is also eligible to receive up to an additional $1.01 billion as contingent payments based on specified development, regulatory, and commercial milestones for ARV-766 being met, as well as tiered royalties based upon worldwide net sales of ARV-766, subject to reduction under certain circumstances as provided in the License Agreement.
Closing of the Transaction is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The License Agreement and the Asset Agreement will become effective upon the closing of the transaction. The License Agreement will expire on a country-by-country basis (or, in certain cases, a region-by-region basis) until the expiration of the applicable royalty term for such country (or region, as applicable). The License Agreement contains customary termination provisions, including that either party may terminate the License Agreement (a) upon the material breach of the other party or (b) in the event the other party experiences an insolvency event. Additionally, Novartis may terminate the License Agreement for convenience or upon a safety or regulatory issue.

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