Royalty Pharma plc (Nasdaq: RPRX) announced an agreement to acquire a synthetic royalty on U.S. sales of Geron Corporation’s (Nasdaq: GERN) RYTELO, with a $125 million upfront cash payment.
Approved by the U.S. FDA in June 2024, RYTELO is a treatment for adult patients with low- to intermediate-1 risk myelodysplastic syndromes (LR-MDS) with transfusion-dependent anemia. The National Comprehensive Cancer Network (NCCN) has updated its guidelines, recommending imetelstat (RYTELO’s active ingredient) as a top choice (Category 1 and 2A) for treating symptomatic anemia in LR-MDS patients. Geron is also advancing a Phase 3 trial of imetelstat for myelofibrosis patients who do not respond to JAK inhibitors.
“RYTELO is an essential therapy for lower-risk MDS patients, who have few alternatives, and we’re excited about its potential across other hematologic malignancies,” said Pablo Legorreta, Royalty Pharma’s founder and CEO. “We’re pleased to partner with Geron in supporting their commercial and developmental efforts.”
John Scarlett, CEO of Geron, added, “Royalty Pharma’s substantial commitment strengthens our finances and balance sheet, allowing us flexibility to invest in future growth. The terms reflect RYTELO’s significant commercial potential.”
Royalty Pharma will receive tiered royalty payments on U.S. net sales of RYTELO, structured as follows: 7.75% on annual sales up to $500 million, 3% on sales between $500 million and $1 billion, and 1% on sales above $1 billion. The royalty agreement will end if cumulative royalties paid by June 30, 2031, reach 1.65 times the initial investment; otherwise, royalties continue until a 2.0 multiple is achieved.
Advisors
TD Cowen served as financial advisor, and Cooley LLP as legal advisor, to Geron. Goodwin Procter and Fenwick & West LLP served as legal advisors to Royalty Pharma.
