NEW YORK – Agios Pharmaceuticals said on Monday that it has entered into a definitive agreement to sell its oncology portfolio to global pharmaceutical firm Servier for $1.8 billion upfront so that it can focus on developing treatments for genetically defined diseases.
Under the deal, Cambridge, Massachusetts-based Agios will transfer its clinical, research, and commercial oncology products, as well as its employees in the oncology department, to Servier. Agios can receive up to $2.0 billion in the deal, including $1.8 billion in upfront cash and $200 million in milestone payment for vorasidenib, a IDH1/2 inhibitor that is currently being studied in a Phase III trial as a treatment for IDH-mutant, low-grade glioma. Agios will also receive 15 percent royalties on the US net sales of vorasidenib from first commercial sale to loss of exclusivity.
The deal also includes the transfer of Agios' two marketed hematologic cancer treatments ivosidenib (Tibsovo) and enasidenib (Idhifa). Agios will receive 5 percent royalties on the US net sales of ivosidenib from the close of the transaction to loss of exclusivity. Ivosidenib is approved in the US as a treatment for IDH1-mutant relapsed or refractory acute myeloid leukemia patients and for newly diagnosed IDH1-mutant AML patients 75 years or older who cannot receive intensive induction chemotherapy. The drug is also being investigated in combination with other drugs for newly diagnosed AML, IDH1-mutated cholangiocarcinoma, and IDH1-mutant myelodysplastic syndrome.
Servier will take over full commercialization responsibilities for enasidenib, approved in the US as a treatment for relapsed or refractory IDH2-mutated AML, and further develop the product. Other pipeline drugs that Agios will transfer to Servier include AG-270, a MAT2A inhibitor being studied in combination with taxanes for MTAP-deleted non-small cell lung cancer and pancreatic cancer, and the DHODH inhibitor AG-636.
"The proceeds from the transaction will allow us to focus on rapidly advancing our genetically defined disease portfolio for patients in need, strengthen our capital structure and return at least $1.2 billion to shareholders post-closing, achieve capital markets independence, and participate in the future success of Tibsovo and vorasidenib," Agios CEO Jackie Fouse said in a statement.
Under the transaction, which has been approved by Agios' board of directors and is awaiting approval from shareholders, Agios' US-based employees in the oncology business unit will receive a comparable offer from Servier. The transaction is slated to close in the second quarter of 2021.
"The acquisition of Agios' oncology business, including highly experienced talent from research, development, technical operations, and commercial functions allows for an immediate expansion of our US business into other hematologic malignances and provides the potential for longer-term growth into the solid tumor space, thus ensuring that we can serve more patients living with unmet cancer needs than ever before," David Lee, CEO of Servier Pharmaceuticals, the US subsidiary of the global firm, said in a statement.
In a separate deal also announced Monday, Servier agreed to pay up to $700 million in milestone payments to Celsius Therapeutics to use its single-cell genomics platform and identify new colorectal cancer drug targets for specific subgroups of patients.