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The weekly term sheet (34)

The weekly term sheet (34)

Biopharma dealmaking slows amid regulatory storm

The week of August 18-23, 2025 marked an unusually subdued period for biopharma transactions, with only 14 deals announced compared to typical weekly averages exceeding 25-30 transactions. The total disclosed deal value reached approximately $5.5 billion, though most arrangements featured milestone-heavy structures reflecting heightened risk aversion amid regulatory uncertainty from Trump administration policy changes and a biotech index down 15% since November.

Weekly Deal Volume Comparison

14
August 18-23, 2025
vs
25-30
Typical Weekly Average

This comprehensive analysis identifies every verified transaction announced during August 18-23, 2025, revealing a market characterized by defensive positioning, distressed asset purchases, and partnerships structured to minimize upfront risk. Major pharmaceutical companies pursued smaller, targeted deals rather than transformative acquisitions, while struggling biotechs accepted modest valuations to secure critical funding.

M&A transactions reveal strategic caution

Gilead bets modest on next-generation CAR-T technology

Gilead Sciences' Kite subsidiary acquired Interius BioTherapeutics for $350 million in cash on August 21, marking the week's only traditional acquisition. The Philadelphia-based company's "in vivo" CAR-T platform eliminates complex manufacturing requirements, potentially transforming weeks-long treatment processes into same-day therapy. Yet the price tag appears conservative compared to AbbVie's $2.1 billion Capstan acquisition and AstraZeneca's $1 billion EsoBiotec deal earlier in 2025, suggesting either limited clinical validation or Gilead's cautious approach to early-stage assets.

The acquisition brings three programs: INT2104 in Phase 1 trials for B-cell malignancies, INT2106 targeting autoimmune diseases, and INT2108 in discovery. Gilead expects the deal to reduce 2025 earnings by 23-25 cents per share, indicating immediate dilution without near-term revenue offset. Leerink analyst Daina Graybosch noted the technology must prove efficacy matching traditional CAR-T approaches to justify the investment.

Deal Structure Analysis: August 18-23, 2025

Upfront Payments
$490M (9% of total value)
Milestone Payments
$5.01B (91% of total value)
Risk-sharing structures dominate deal architecture amid regulatory uncertainty

Xoma's bottom-feeding strategy targets distressed assets

Xoma Royalty's $2.035 per share acquisition of Mural Oncology (August 19-20) exemplifies the period's opportunistic dealmaking. Industry observers characterized this as acquiring "zombie" biotechs for liquidation rather than strategic development. The transaction reflects broader market distress, with 39% of biotechs assessed in 2024 projected to exhaust cash within 12 months—the highest proportion in over six years.

Licensing deals prioritize risk-sharing over upfront payments

Jazz-Saniona partnership exemplifies milestone-heavy structures

Jazz Pharmaceuticals' exclusive global licensing agreement with Denmark's Saniona for epilepsy drug SAN2355 (announced August 20) demonstrates the era's risk-averse dealmaking. The $42.5 million upfront payment represents just 4% of the potential $1.035 billion total value, with $992.5 million contingent on development and commercial milestones. This preclinical asset targeting Kv7.2/Kv7.3 potassium channels must overcome safety issues that led GSK to withdraw competitor Potiga in 2017.

Jazz-Saniona Deal Structure
$42.5M Upfront (4%)
$992.5M Milestones (96%)

Jazz's strategic rationale centers on expanding beyond blockbuster Epidiolex ($972.4 million in 2024 sales), though the asset faces competition from Xenon Pharmaceuticals' Phase 3 candidate azetukalner. The milestone-heavy structure suggests Jazz's skepticism about development probabilities while Saniona accepted modest upfront economics to secure a partner.

Platform technologies attract measured interest

Merck KGaA's collaboration with Skyhawk Therapeutics (August 18) showcases pharma's continued interest in novel modalities despite valuation concerns. The potential $2 billion deal for RNA-targeting small molecules lacks precedent for benchmarking, with the unproven mechanism carrying substantial regulatory uncertainty. Similarly, Boehringer Ingelheim's $327 million partnership with Palatin Technologies for diabetic retinopathy treatments reflects opportunistic expansion into specialized markets rather than transformative platform bets.

Regional deals demonstrated geographic hedging strategies. RemeGen's RMB 1.29 billion licensing agreement with Santen (August 18) for ophthalmic drug RC28-E across Asian markets featured RMB 250 million upfront—approximately 19% of total value—indicating greater confidence in regional commercial prospects. Avixgen's 500 billion KRW platform licensing deal with an undisclosed U.S. partner and Khondrion's exclusive Swiss/Liechtenstein license to Medvisis for rare disease drug sonlicromanol represented smaller, territory-specific arrangements minimizing global development risk.

Funding rounds expose valuation pressures

Major Funding Rounds: August 18-23, 2025

$313M
Kriya Therapeutics
Gene Therapy
$86M
Sana Biotechnology
Public Offering
$42M
Iantrek
Series C

Gene therapy attracts capital despite sector headwinds

Kriya Therapeutics' $313.3 million financing round (August 18) emerged as the week's largest private funding, remarkable given AAV gene therapy's safety concerns and regulatory scrutiny. The North Carolina company's pipeline includes KRIYA-825 for geographic atrophy and KRIYA-748 for trigeminal neuralgia. Founded by Shankar Ramaswamy (brother of presidential advisor Vivek Ramaswamy), Kriya has now raised over $830 million total, though the latest round's undisclosed valuation prevents assessment of potential down-round dynamics.

Public markets demand steep discounts

Sana Biotechnology's $86.3 million public offering at $3.35 per share (August 20) highlighted public market skepticism toward cash-burning biotechs. With only $72.7 million remaining at Q2 2025 and burning $81.8 million in the first half, Sana faced existential funding pressure despite positive clinical data for hypoimmune-modified pancreatic islet cells published in the New England Journal of Medicine. The offering price suggests substantial dilution for existing shareholders. Financial details from Sana's investor relations.

Iantrek's $42 million Series C (August 19-20) for its AlloFlo Uveo glaucoma surgical platform represented traditional venture funding, though the absence of disclosed lead investors and valuation metrics limits analysis of market reception.

Regulatory milestones substitute for transformative deals

NewAmsterdam Pharma's European Medicines Agency validation for obicetrapib's Marketing Authorization Application (August 18) exemplified how regulatory progress replaced major transactions during the period. The validation allows formal review of Phase 3 BROADWAY and BROOKLYN trials for the cholesterol treatment, advancing the company's existing €115 million partnership with Menarini Group rather than generating new deal value.

Aptamer Group's "milestone" contract extension with a top-5 pharma company for Optimer antibody alternatives (August 18) similarly represented incremental progress on existing relationships rather than breakthrough partnerships. Coverage from Bdaily.

Market dynamics signal prolonged dealmaking drought

The week's limited activity reflects broader sectoral challenges that may persist through 2025. Trump administration policies created a "tumultuous environment" deterring transformative acquisitions, with potential pharmaceutical tariffs up to 250% complicating revenue forecasting. FDA leadership departures and policy shifts extended deal timelines by months, while Most Favored Nation pricing rules undermined valuation models.

Market Stress Indicators

Nasdaq Biotech Index: ↓15% since November
Cash-Strapped Biotechs: 39% under 1-year runway
Q1 2025 Mega-Deals: Only 2 deals >$1B (vs 6 in Q1 2024)
IPO Activity: Just 3 biotechs since May 2025

The Nasdaq Biotechnology Index's 15% decline since November created a "new normal" of defensive positioning. Only three biotechs completed IPOs since May 2025, each raising $20 million or less—a stark contrast to the 2021 boom when similar companies routinely secured $200+ million debuts. First-quarter 2025 saw just two acquisitions exceeding $1 billion versus six in 2024's comparable period, with average deal size dropping to $2.1 billion, the lowest in five years.

Patent cliff pressures intensify desperation for assets, with EY predicting $300 billion in revenue losses by 2028, yet buyers remain disciplined. Sanofi and Roche publicly emphasized "smaller, smarter deals" under $5 billion rather than mega-mergers. The preference for bolt-on acquisitions and partnership structures minimizes integration risk while preserving capital flexibility. Industry outlook from PwC's pharma deals analysis.

Conclusion: Risk aversion defines new dealmaking paradigm

August 18-23, 2025 captured biopharma's shift from aggressive expansion to cautious opportunism. Total disclosed transaction value of approximately $5.5 billion across 14 deals compares unfavorably to typical weekly volumes exceeding $10-15 billion during robust M&A cycles. Milestone-heavy structures, distressed asset purchases, and funding rounds at compressed valuations replaced transformative acquisitions and competitive bidding wars. Additional insights from TLDR Biotech industry updates.

The New Dealmaking Reality

91%
Milestone-based value
39%
Biotechs under 1-year cash
15%
Biotech index decline
3
IPOs since May 2025
Risk-sharing structures and defensive positioning dominate the new market paradigm

The concentration of deals on August 18 and 20—with minimal mid-week activity—suggests companies timed announcements around regulatory deadlines and funding requirements rather than strategic initiatives. Gene therapy and precision medicine maintained investor interest despite sector headwinds, while traditional small molecule partnerships demanded extensive risk-sharing provisions.

Looking forward, the combination of regulatory uncertainty, patent expirations, and capital constraints suggests dealmaking will remain subdued through year-end 2025. Companies with validated clinical assets and extended cash runways hold negotiating leverage, while struggling biotechs face increasingly unfavorable terms or liquidation scenarios. The industry's "new normal" favors disciplined acquirers willing to wait for optimal entry points rather than paying premium valuations for unproven technologies.