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:
- Roche Financial Advisor: Citi (exclusive financial advisor)
- Roche Legal Counsel: Sidley Austin LLP
- 89bio Financial Advisors: Moelis & Company LLC and Centerview Partners LLC
- 89bio Legal Counsel: Gibson, Dunn & Crutcher LLP
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:
- VarmX Financial Advisor: UBS AG (exclusive financial advisor)
- VarmX Legal Counsel: NautaDutilh N.V.
- CSL Legal Counsel: Baker McKenzie
GHO Capital Acquires Scientist.com - Undisclosed Value
Announcement: September 16, 2025
Complete Transaction Details:
- Acquirer: GHO Capital Partners LLP, London, UK
- Target: Scientist.com, Solana Beach, California, USA
- Total Value: Not disclosed
- Transaction Type: Definitive agreement to acquire
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:
- GHO Capital Advisors:
- Legal: Ropes & Gray LLP
- Financial: ClearView Healthcare Partners
- Operations: West Monroe
- Tax/Financial: Deloitte
- Scientist.com Advisors:
- Financial: Union Square Advisors
- Legal: Wilson Sonsini Goodrich & Rosati
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
- Reunion Neuroscience: $133 million Series A for psychedelic-inspired therapeutics (RE104 for generalized anxiety disorder), the largest funding round to date for the sector, led by MPM BioImpact and Novo Holdings
- SmartLabs: $250 million Series B for Laboratory-as-a-Service platform expansion, led by Andreessen Horowitz and General Atlantic
- IASO Biotherapeutics: $108 million Series C for cell therapies and antibody drugs, led by Qiming Venture Partners and Hillhouse Capital
- Amolyt Pharma: $80 million Series B for rare endocrine disease treatment AZP-3601, led by Novo Holdings and Forbion
- 858 Therapeutics: $60 million Series A plus acquisition of Gotham Therapeutics for RNA modification technology, led by RA Capital Management and Andreessen Horowitz
- Allay Therapeutics: $60 million Series C for post-surgical pain management, led by OrbiMed and Versant Ventures
- Francis Medical: $55 million Series B for prostate cancer water vapor ablation technology, led by Longitude Capital and Deerfield Management
- Ventyx Biosciences: $51 million Series B extension for TYK2 inhibitor pipeline, led by Canaan Partners and Foresite Capital
- Cytrellis: $50 million Series C for non-energy aesthetic medical technology platform, led by Johnson & Johnson Innovation and Northpond Ventures
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
- Pegasus Laboratories: $45 million expansion in Pensacola, Florida, adding 70 high-skilled positions
- Basilea Pharmaceuticals: $25 million BARDA funding for antifungal drug candidates
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
Legal Counsel
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)
Legal Counsel Geographic Distribution
- 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
Member discussion