| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 24, 2024, Agios Pharmaceuticals, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Royalty Pharma Investments 2019 ICAV, an Irish collective management vehicle (the “Purchaser”). Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchaser, and the Purchaser agreed to purchase for $905,000,000, the Company’s rights to an earn-out equal to 15% of U.S. net sales of vorasidenib (the “Earn-Out”) owing from Servier Pharmaceuticals, LLC, a Delaware limited liability company (“Servier”), under that certain Purchase and Sale Agreement, dated as of December 20, 2020, by and among the Company, Servier, and, solely for purposes of guaranteeing certain obligations of Servier, Servier S.A.S., a French societe par actions simplifiee (the “Counterparty Agreement”). The consummation of the sale and payment of the purchase price are subject to approval of vorasidenib by the U.S. Food and Drug Administration (the “FDA”) on or before October 31, 2024, and other customary closing conditions.
Upon the consummation of the sale, the Purchaser will acquire 100% of Earn-Out payments made by Servier on account of up to $1 billion in net sales for each calendar year. Any such Earn-Out payments made by Servier on account of U.S. net sales in each calendar year in excess of $1 billion will be split, with the Purchaser having the rights to a 12% earn-out on those excess payments and with the Company retaining a 3% earn-out on those excess payments. The Company will also retain its rights to a potential milestone payment of $200 million from Servier upon approval of vorasidenib by the FDA. Under the Purchase Agreement, and in connection with its sale of the Earn-Out, the Company has agreed to certain covenants with respect to the exercise of its rights under the Counterparty Agreement, including with respect to the Company’s right to amend, assign and terminate the Counterparty Agreement. The Purchase Agreement contains other customary terms and conditions, including representations and warranties, covenants and indemnification obligations in favor of each party.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2024.
The full text of the press release announcing the Company’s entry into the Purchase Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
