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The weekly term sheet (38)

The weekly term sheet (38)

The week of September 15-20, 2025 witnessed over 40 distinct biotech pharmaceutical transactions totaling more than $6 billion in disclosed value, with potential milestone values exceeding $14 billion. This period marked a critical inflection point in cross-border licensing activity, with Chinese biotechs securing major Western partnerships despite looming regulatory restrictions from the incoming Trump administration.

Major Merger & Acquisition Transactions

Roche Acquires 89bio - $3.5 Billion Potential Value

Announcement: September 17, 2025 (after market close), widely reported September 18, 2025

Transaction Structure:

  • Acquirer: F. Hoffmann-La Roche Ltd (SIX: RO, ROG; OTCQX: RHHBY)
  • Target: 89bio, Inc. (NASDAQ: ETNB), San Francisco-based clinical-stage biopharmaceutical company
  • Upfront Cash: $14.50 per share at closing ($2.4 billion equity value)
  • Contingent Value Rights (CVR): Up to $6.00 per share in milestone payments
  • Total Potential Value: Up to $3.5 billion
  • Premium: 79% to September 17, 2025 closing price; 52% to 60-day VWAP
  • Deal Type: Tender offer followed by second-step merger
  • Expected Closing: Q4 2025

CVR Milestone Structure:

  • $2.00 per share for first commercial sale in F4 MASH cirrhotic patients (by March 31, 2030)
  • $1.50 per share for reaching $3.0 billion annual global net sales (by December 31, 2035)
  • $2.50 per share for reaching $4.0 billion annual global net sales (by December 31, 2035)

Key Asset - Pegozafermin:

  • Phase 3 FGF21 analog for moderate to severe Metabolic Dysfunction-Associated Steatohepatitis (MASH)
  • Potential best-in-disease efficacy for moderate to severe MASH patients
  • Opportunities for combination development with existing programs

Complete Advisor Information:

CSL Limited & VarmX Strategic Collaboration - $2.1 Billion Potential Value

Announcement: September 15, 2025

Complete Transaction Structure:

  • Acquirer/Partner: CSL Limited (ASX: CSL), Melbourne, Australia
  • Target: VarmX B.V., Leiden, Netherlands
  • Upfront Payment: $117 million for exclusive option to acquire
  • Option Exercise: Can be exercised upon Phase 3 data
  • Additional Payments: $388 million in acquisition payments upon option exercise
  • Sales Milestones: Up to $1.7 billion in sales-based success milestones
  • Total Potential Value: Up to $2.1 billion

Key Asset - VMX-C001:

  • Novel recombinant modified Factor X protein for patients on Factor Xa inhibitors requiring urgent surgery
  • Development Stage: Phase 3-ready (FDA Fast Track Designation granted September 3, 2025)
  • Therapeutic Area: Hematology/blood coagulation disorders
  • Expected Commercial Launch: 2029
  • Addresses significant unmet medical need for patients on FXa DOACs requiring urgent surgery

Complete Advisor Information:

GHO Capital Acquires Scientist.com - Undisclosed Value

Announcement: September 16, 2025

Complete Transaction Details:

Platform Capabilities:

  • AI-powered R&D orchestration platform enabling pharmaceutical and biotech companies to source and manage outsourced research
  • End-to-end compliance solution
  • Supplier discovery, bidding, contracting, compliance, and spend analytics
  • Delivers double-digit percentage cost savings
  • Cuts project timelines from months to days

Complete Advisor Information:

XOMA Royalty Acquires HilleVax - $1.95 Per Share

Announcement: September 17, 2025 (tender offer closing)

Complete Transaction Structure:

  • Acquirer: XOMA Royalty Corporation (NASDAQ: XOMA)
  • Target: HilleVax, Inc. (NASDAQ: HLVX)
  • Acquisition Price: $1.95 per share in cash plus contingent value rights
  • Tender Rate: 77.48% of outstanding shares
  • Deal Completion: Merger completed September 17, 2025

Cross-Border Licensing Deals Reshape Global Landscape

Mabwell Bioscience-Aditum Bio Partnership Forms Kalexo Bio

September 17, 2025 - Shanghai-based Mabwell Bioscience (688062.SH) partnered with California's Aditum Bio to create Kalexo Bio, a new entity focused on developing 2MW7141, a dual-target siRNA candidate for dyslipidemia and atherosclerotic cardiovascular disease. The deal structure includes $12 million upfront with up to $1 billion in total milestones, plus tiered royalties and an equity stake for Mabwell in the new company.

Novartis Expands Monte Rosa Partnership

September 15, 2025 - Novartis entered a second collaboration with Monte Rosa Therapeutics focused on targeted protein degradation for immune-mediated diseases. The deal includes $120 million upfront with potential total value of $5.7 billion across multiple programs using Monte Rosa's QuEEN platform for molecular glues.

VectorY-Shape Therapeutics Gene Therapy Alliance

September 18, 2025 - Dutch gene therapy company VectorY Therapeutics partnered with Seattle's Shape Therapeutics to access engineered AAV capsid SHP-DB1 for brain delivery of gene therapies, in a deal worth up to $1.2 billion.

Major Funding Rounds

Record-Breaking Venture Activity

Date Company Amount Series/Type Focus Area Lead Investors
Sep 15 Lila Sciences $235M Series A AI-driven autonomous labs Braidwell, Collective Global
Sep 16 AllRock Bio $50M Series A ROC-101 for pulmonary hypertension Versant Ventures, Westlake BioPartners
Sep 16 Dualitas Therapeutics $65M Series A Bispecific antibodies for autoimmune diseases Versant Ventures, Qiming Venture Partners USA
Sep 17 Ollin Biosciences $100M Launch Funding Ophthalmology bispecific antibodies ARCH Venture Partners, Mubadala Capital, Monograph Capital
Sep 19 Oruka Therapeutics $180M PIPE Chronic skin disease treatments Viking Global Investors, Perceptive Advisors

Additional Notable Rounds

Total Funding: Over $1.8 billion across all verified venture rounds

Infrastructure and Manufacturing Investments

Eli Lilly Announces $5 Billion Virginia Facility

September 16, 2025 - Eli Lilly unveiled plans for a $5 billion manufacturing facility in Goochland County, Virginia, creating 650 permanent jobs and 1,800 construction positions. The 227-acre site will become the company's first fully integrated API and drug product facility for bioconjugates, featuring AI-enabled manufacturing for cancer and autoimmune treatments.

GSK Five-Year Strategic Commitment

September 15, 2025 - GSK announced a $30 billion five-year investment commitment to US manufacturing, R&D, and clinical development facilities, representing one of the largest strategic infrastructure investments in pharmaceutical history.

Additional Manufacturing Expansions

Platform Partnerships and Technology Collaborations

xFOREST Therapeutics-Axcelead Research Collaboration

September 19, 2025 - Japanese biotech xFOREST Therapeutics partnered with Axcelead Drug Discovery Partners to advance RNA structure-targeted small molecule therapeutics using xFOREST's proprietary FOREST Technologies platform.

Made Scientific-Basilard Gene Delivery Collaboration

September 15, 2025 - Made Scientific partnered with Basilard BioTech to validate and scale the Celletto™ nanomechanical gene delivery platform for T cell and iPSC therapies.

Failed Transactions and Market Stress

Carisma-Ocugen Merger Collapses

September 16, 2025 - The reverse merger between Carisma Therapeutics (NASDAQ: CARM) and Ocugen's OrthoCellix subsidiary officially terminated after OrthoCellix failed to secure the required $25 million in concurrent financing by the September 15 deadline. OrthoCellix owes Carisma $750,000 in termination fees plus $500,000 in expense reimbursements.

Additional Strategic Transactions

Biogen Acquires Alcyone Therapeutics

September 18, 2025 - Biogen announced an $85 million acquisition of Alcyone Therapeutics for its ThecaFlex DRx implantable catheter system that provides direct access to cerebrospinal fluid, improving delivery of intrathecal drugs like Spinraza.

Government and Academic Funding

  • Genoskin: €8.7 million Series A for human skin testing platforms as animal testing alternatives
  • Tafalgie Therapeutics: €12 million Series A for non-opioid pain treatments
  • Synthesize Bio: $10 million seed funding for AI models predicting gene expression
  • Mamedica: £4.5 million for cannabis-based prescription medicines

Additional Partnerships

  • Flywheel-Radiologics: $22 million Series C with acquisition creating comprehensive biomedical data management platform
  • UVA-Johns Hopkins: NSF-funded collaboration developing zeolite-anchored molecular catalysts for continuous-flow pharmaceutical manufacturing

Clinical Trial Results and Regulatory Milestones

Successful Phase 3 Results

Company Drug Indication Trial Phase Result Details
Areteia Therapeutics Dexpramipexole Eosinophilic asthma Phase III EXHALE-4 Met primary endpoint with statistically significant improvement
Apollo Therapeutics Camoteskimab Atopic dermatitis Phase II Outperformed placebo with meaningful efficacy
Novo Nordisk Cagrilintide Obesity Phase III 11.8% weight reduction

Regulatory Approvals

  • Servier: UK approval for Voranigo (vorasidenib) for IDH-targeting brain tumours
  • AstraZeneca: NHS approval for Imfinzi in limited-stage small cell lung cancer

Market Data and Investment Statistics

JPMorgan Q2 2025 Biopharma Metrics

Venture Investment Trends:

  • Q2 2025: $6.6B across 93 rounds (up from $4.4B in Q1 2025)
  • H1 2025 Licensing: $119.9B total announced deal value
  • Chinese Deals: 38% of large pharma deals with $50M+ upfront from Chinese biopharma

Therapeutic Area Focus:

  • Biologics: $2.0B early-stage venture funding, $8.0B licensing upfront
  • Small Molecules: $1.2B early-stage venture, $1.4B licensing upfront
  • Cardiovascular/Metabolic: $18.2B in H1 2025 (vs. $8.4B full year 2024)

Strategic Implications and Market Dynamics

The September 15-20 period reveals three critical trends reshaping biotech dealmaking. First, China-to-West licensing activity accelerated ahead of potential regulatory restrictions, with NewCo structures like the Mabwell-Aditum partnership providing creative solutions for cross-border collaboration.

Second, platform technologies commanded premium valuations as investors prioritized scalable innovation over single-asset plays, exemplified by Lila Sciences' record $235 million Series A.

Third, massive infrastructure commitments from Big Pharma signal long-term confidence despite near-term market volatility.

Financial architecture evolved significantly during this week. Chinese deals featured 60-70% lower upfront payments than Western equivalents but maintained competitive total values through milestone-heavy structures.

Meanwhile, successful venture rounds like Oruka's $180 million PIPE and Reunion's $133 million psychedelic Series A demonstrated that quality assets with institutional backing can still command significant capital even in challenging markets.

Geographic patterns highlight strategic repositioning. While China licensing dominated headlines with the Mabwell partnership and Ollin's Innovent-sourced assets, Japanese partnerships like xFOREST-Axcelead and European transactions including Genoskin's Series A maintained robust activity.

The concentration of US manufacturing investments, particularly Eli Lilly's $5 billion Virginia commitment and GSK's $30 billion strategic pledge, reflects policy-driven onshoring initiatives gaining momentum.

AI and computational platforms attracted disproportionate investment, with Lila Sciences leading a wave of technology-driven funding rounds. The integration of artificial intelligence across drug discovery, from Eli Lilly's TuneLab platform to xFOREST's RNA-targeting algorithms, signals the industry's commitment to digital transformation as a competitive advantage.

Conclusion

The week of September 15-20, 2025 captured biotech at an inflection point, with over 40 distinct transactions totaling more than $6 billion in disclosed value demonstrating both resilience and adaptation in a transforming landscape. Cross-border licensing reached new sophistication through innovative structures like the Mabwell-Aditum NewCo model, while platform technologies attracted disproportionate investment from AI-driven labs to gene delivery systems.

The period's marquee deals—Roche's $3.5 billion bet on fatty liver disease, Novartis's expansion of protein degradation partnerships, and Lila Sciences' record-breaking autonomous lab funding—reflect an industry doubling down on differentiated science and transformative technologies.

The failed Carisma-Ocugen merger serves as a sobering reminder of market realities, while infrastructure commitments from Eli Lilly and GSK signal confidence in long-term growth prospects

Appendix:

Advisors and Financiers in Biotech Transactions: September 15-20, 2025

Investment Banks and Financial Advisors

Firm Role Transaction Deal Value Client
Citi Exclusive Financial Advisor Roche/89bio $3.5B Roche
Moelis & Company Financial Advisor Roche/89bio $3.5B 89bio
Centerview Partners Financial Advisor Roche/89bio $3.5B 89bio
UBS AG Exclusive Financial Advisor CSL/VarmX $2.1B VarmX
ClearView Healthcare Partners Financial Advisor GHO Capital/Scientist.com Undisclosed GHO Capital
Union Square Advisors Financial Advisor GHO Capital/Scientist.com Undisclosed Scientist.com
Leerink Partners Exclusive Financial Advisor Novartis/Tourmaline Bio* $1.4B Tourmaline Bio

*Note: Novartis/Tourmaline Bio announced September 9, outside target timeframe

Law Firms by Transaction Volume

Law Firm Deals Total Value Transactions
Sidley Austin LLP 1 $3.5B Roche/89bio (Roche counsel)
Gibson, Dunn & Crutcher LLP 1 $3.5B Roche/89bio (89bio counsel)
Baker McKenzie 1 $2.1B CSL/VarmX (CSL counsel)
NautaDutilh N.V. 1 $2.1B CSL/VarmX (VarmX counsel)
Ropes & Gray LLP 1 Undisclosed GHO Capital/Scientist.com (GHO counsel)
Wilson Sonsini Goodrich & Rosati 1 Undisclosed GHO Capital/Scientist.com (Scientist.com counsel)
Cooley LLP 1 $65M Dualitas Therapeutics Series A

Baker McKenzie Team Details (CSL/VarmX Deal)

Name Role Office
Jane E. Hobson Corporate Life Sciences Partner (Lead) London
Dr. iur. Julia Schieber Healthcare & Life Sciences Partner (Co-lead) Zurich
Andrew Tyau Corporate Senior Associate London
Adeola Alade Corporate Associate London
Creighton Macy Antitrust Partner Washington DC
Fiona Carlin Antitrust Partner Brussels
Dukki Moon Antitrust Associate Washington DC
Rebecca Kujipers-Zimmerman Corporate Partner Amsterdam
Willem Jan Treuren Senior Associate Amsterdam
Lotte Dummer Associate Amsterdam
Anna van Bracht Employment Partner Amsterdam
Jonathan Steinvoort Employment Associate Amsterdam

Cooley LLP Team Details (Dualitas Therapeutics Series A)

Name Role Office
Sara Semnani Partner (Lead) Santa Monica
Noel Ripberger-Scheick Associate (Co-lead) Palo Alto
Sam Thompson Associate Not specified
Michael Aridi Barake Associate Not specified
Cameron Hajialiakbar Associate Not specified
Christy Fairlie Paralegal Not specified
Jake Ironfield Senior Transactional Quantitative Analyst Not specified

Venture Capital and Private Equity Firms

Lead Investors by Deal Value

Firm Role Transaction Amount Focus
Viking Global Investors Lead Oruka Therapeutics PIPE $180M Public equity
Braidwell Co-lead Lila Sciences Series A $235M AI/Technology
Collective Global Co-lead Lila Sciences Series A $235M AI/Technology
ARCH Venture Partners Lead Ollin Biosciences $100M Life sciences
Versant Ventures Co-lead Multiple deals $115M+ Life sciences specialist
MPM BioImpact Lead Reunion Neuroscience $133M Psychedelic therapeutics
Novo Holdings Co-lead Multiple deals $213M+ Healthcare/Life sciences

Versant Ventures Portfolio (Multiple Deals)

Transaction Amount Co-investors
Dualitas Therapeutics Series A $65M Qiming Venture Partners USA, Eli Lilly
AllRock Bio Series A $50M Westlake BioPartners
Total Versant Investment $115M Multiple syndicate partners

Geographic Distribution of Investors

Region Firms Notable Investors
United States 15+ Viking Global, ARCH Venture, Versant, MPM BioImpact
Europe 5+ Novo Holdings (Denmark), Forbion (Netherlands)
Asia 3+ Qiming Venture Partners, Mubadala Capital
Middle East 2+ Mubadala Capital (UAE)

Corporate Venture Capital

Corporate VC Parent Company Investment Transaction
Eli Lilly Ventures Eli Lilly Undisclosed Dualitas Therapeutics
Chugai Ventures Chugai Pharma/Roche Undisclosed Dualitas Therapeutics
Johnson & Johnson Innovation Johnson & Johnson $50M Cytrellis Series C
SV Health Investors Strategic health fund Undisclosed Dualitas Therapeutics

Government and Institutional Funding

Source Type Amount Recipient Purpose
BARDA US Government $25M Basilea Pharmaceuticals Antifungal drug development
NSF US Government Undisclosed UVA-Johns Hopkins Catalysis research
Flagship Pioneering Venture creation $235M Lila Sciences AI autonomous labs

Due Diligence and Consulting Firms

Firm Service Transaction Client
Deloitte Tax/Financial GHO Capital/Scientist.com GHO Capital
West Monroe Operations GHO Capital/Scientist.com GHO Capital

Institutional Investors in Major Rounds

Oruka Therapeutics $180M PIPE Participants

  • Viking Global Investors (Lead)
  • Perceptive Advisors
  • Blackstone Multi-Asset Investing
  • Citadel's Surveyor Capital

Lila Sciences $235M Series A Participants

  • Braidwell (Co-lead)
  • Collective Global (Co-lead)
  • Flagship Pioneering (Founder/Incubator)
  • State pension funds (Undisclosed)
  • Family offices (Undisclosed)

Advisory Firms by Geography

United States

  • Citi, Moelis & Company, Centerview Partners
  • Union Square Advisors, ClearView Healthcare Partners
  • Leerink Partners

Europe

  • UBS AG (Switzerland)
  • NautaDutilh N.V. (Netherlands)
  • US Firms: Sidley Austin, Gibson Dunn, Ropes & Gray, Wilson Sonsini, Cooley
  • European Firms: Baker McKenzie (international), NautaDutilh (Netherlands)

Summary Statistics

Category Count Total Deal Value
Investment Banks 7 firms $7.0B+
Law Firms 7 firms $7.0B+
VC/PE Firms 20+ firms $1.8B+
Corporate VCs 4 firms $50M+ disclosed
Government Sources 3 agencies $25M+ disclosed

Key Observations:

  • Bulge bracket banks (Citi, UBS) dominated large M&A transactions
  • Versant Ventures most active VC with multiple Series A investments
  • International collaboration evident across legal and financial advisors
  • Corporate venture capital active in autoimmune/immunology deals
  • Government funding focused on national security (antifungals) and basic research