United and Arena—Inhaled Ralinepag

[mango]

Arena Pharmaceuticals and United Therapeutics Announce Global License Agreement for Ralinepag

ir.unither.com/news-releases/news-release-details/arena-pharmaceuticals-and-united-therapeutics-announce-global



• Arena SEC filing

Under the terms of the License Agreement, Arena will receive an upfront payment of $800 million at the closing of the transaction, Arena will be eligible to receive a payment of $150 million upon first marketing approval of ralinepag in a major non-U.S. market, and Arena will be eligible to receive a payment of $250 million upon U.S. marketing approval of an inhaled formulation of ralinepag. In addition, Arena will be entitled to receive low double-digit, tiered royalties on net sales of Products, subject to certain adjustments for third party license payments. In addition, if the closing of the transaction occurs after December 1, 2018, United Therapeutics will pay Arena, at closing, an additional amount based on the number of months lapsed between December 1, 2018 and closing and the achievement of certain agreed upon clinical goals relating to the Compound. Arena expects a significant portion of the taxable gain that would otherwise be triggered by the upfront payment will be offset by Arena’s net operating losses.

www.sec.gov/Archives/edgar/data/1080709/000156459018029645/arna-8k_20181114.htm



• UT SEC filing

In exchange for the license, the Company agreed to pay Arena an upfront payment at closing of $800,000,000. Under the License Agreement, the Company will also to pay Arena (i) a one-time payment of $250,000,000 for the first, if any, marketing approval received by the Company in the United States for an inhaled version of Ralinepag to treat pulmonary arterial hypertension, (ii) a one-time payment of $150,000,000 for the first, if any, receipt by the Company of a marketing approval in any of Japan, France, Italy, the UK, Spain or Germany for oral Ralinepag to treat any indication and (iii) low double-digit, tiered royalties on net sales of Ralinepag, subject to certain adjustments for third party license payments. The closing payment of $800,000,000 may be adjusted upward to compensate Arena for certain ongoing development costs between signing and closing.

ir.unither.com/static-files/c224d84f-b87e-44b1-8faf-09e66141bab3

[sportsrancho]

[mango]

One logical reason for why United would maybe consider developing an inhaled version of Ralinepag is because of an already existing licensing agreement for Ralinepag between Arena and Everest, whereby Arena granted to Everest an exclusive, royalty-bearing license to develop, manufacture and commercialize Ralinepag—in any formulation—back in late 2017:

In December 2017, we entered into a Collaboration and License Agreement, or the Everest Agreement, with Everest. Under the Everest Agreement, we granted Everest an exclusive, royalty-bearing license to develop, manufacture and commercialize two of our product candidates, ralinepag (in any formulation) and etrasimod (in oral formulations only), in China, Taiwan, Hong Kong, Macau and South Korea, or the Everest Territories.