The Weekly Term Sheet (49)

The week's transactions tell a clear story: China-origin assets now command 32% of global licensing deal value, up from 21% just two years ago. This structural shift reflects years of R&D investment now yielding differentiated clinical-stage assets that global pharma cannot replicate internally. Antibody-drug conjugates and bispecific antibodies dominated the deal flow, with five of the week's largest transactions centered on these validated modalities.

Beyond the mega-deals, the week featured over 40 transactions spanning M&A, venture financings, public offerings, royalty monetizations, and—inevitably—more restructurings as the sector's bifurcation between well-funded programs and distressed companies continued to widen.

Deal Dashboard

Category	Count	Disclosed Value	Notable Transactions
M&A & Licensing	8	$15B+ total potential	Takeda-Innovent ($11.4B); Kelun-Crescent ($1.38B); Regeneron-Tessera ($275M)
Royalty & Structured Finance	3	$6.6B	Genmab bonds ($2.5B); Royalty Pharma-Denali ($275M); Shield-SWK ($50M)
Venture Financings	9	$570M+	Protego ($130M); TRIANA ($120M); OTR ($100M); Excelsior ($95M)
Public Financings	5	~$420M	Crescent PIPE ($185M); Immatics ($125M); Protara ($75M)
Restructurings	3	—	Carisma wind-down; Sensei 65% layoffs; ASC Chapter 7

The China Deals

Takeda-Innovent: $11.4 Billion Reshapes Global Oncology

The transaction that dominated headlines closed on December 4—just six weeks after its October 21 announcement—when Takeda finalized its strategic partnership with Suzhou-based Innovent Biologics. The deal provides Takeda with access to three next-generation immuno-oncology and ADC assets that address its growth concerns following the Entyvio patent cliff.

The financial architecture reflects the premium global pharma now pays for differentiated Chinese innovation. Takeda committed $1.1 billion in cash upfront plus a $100 million equity investment at HK$112.56 per share—a 20% premium to the 30-day volume-weighted average price. Development and commercial milestones could add up to $10.2 billion, bringing total potential deal value to $11.4 billion.

The crown jewel is IBI363, a first-in-class PD-1/IL-2α-bias bispecific antibody fusion protein. Unlike conventional IL-2 therapies that cause severe peripheral toxicity, IBI363's alpha-bias selectivity expands tumor-specific CD8+ T cells while sparing healthy tissue. Clinical data presented throughout 2025 demonstrated compelling activity across difficult-to-treat populations. In squamous non-small cell lung cancer, the drug achieved an objective response rate of 50% with a disease control rate approaching 89%. Perhaps more significant for the field, IBI363 showed robust activity in PD-L1 low populations—patients who typically derive minimal benefit from checkpoint inhibitors—with response rates of 36-45%.

The drug has accumulated over 1,200 patients across multiple studies and carries two FDA Fast Track Designations (squamous NSCLC and melanoma) plus two NMPA Breakthrough Therapy Designations. Takeda and Innovent will share profits 60/40 in the United States while Takeda takes exclusive rights for all territories outside Greater China.

The second asset, IBI343, is a CLDN18.2-targeting ADC conjugated to exatecan. Claudin 18.2 has emerged as a validated target in gastric and pancreatic cancers, but early entrants have struggled with gastrointestinal toxicity. Innovent's Fc-silent design and optimized linker chemistry appear to have solved this problem—the drug has reported Grade 3+ vomiting in only 1.9% of patients and nausea in 1.3%, with no cases of interstitial lung disease. Response rates in gastric/GEJ cancers with high CLDN18.2 expression reached 41.4% at the 8 mg/kg dose.

The partnership also includes an option on IBI3001, a first-in-class EGFR/B7H3 bispecific ADC in Phase 1. This asset represents the next evolution in ADC design—dual-targeting to enhance receptor blockade while reducing on-target toxicity through preferential tumor accumulation.

Morgan Stanley Asia served as Innovent's financial advisor. Baker McKenzie handled Takeda's legal work with partners Sunberg, Muntz, Polyachenko, and Rossié on licensing matters, while Lee and Wong managed the share issuance and Macy and Moon navigated HSR clearance.

Kelun-Crescent: The Two-Way Asset Swap

On December 4, Crescent Biopharma and Sichuan Kelun-Biotech announced a transaction structure rarely seen in biopharma: a bidirectional asset swap designed to create a PD-1/VEGF plus ADC combination strategy with both companies sharing development obligations.

The economics work as follows. Crescent pays Kelun $80 million upfront for exclusive rights to SKB105, an ITGB6-targeting ADC, in the United States, Europe, and rest-of-world markets excluding Greater China. Development and sales milestones could add up to $1.17 billion, with tiered royalties ranging from middle single-digits to low double-digits. Simultaneously, Kelun pays Crescent $20 million upfront for exclusive Greater China rights to CR-001, a PD-1×VEGF bispecific antibody, with up to $30 million in additional milestones and low-to-middle single-digit royalties.

The strategic logic centers on combination therapy. CR-001's dual blockade of PD-1 and VEGF normalizes tumor vasculature, theoretically improving ADC delivery and efficacy. Both companies plan to advance the assets through Phase 1/2 as monotherapies beginning Q1 2026, then test the CR-001 plus SKB105 combination with proof-of-concept data expected by 2027.

Integrin beta-6 represents an emerging target in solid tumors, overexpressed in epithelial cancers while showing minimal expression in normal tissue. Seagen/Pfizer's SGN-B6A is the most advanced competitor, having demonstrated a 31.6% response rate in head and neck squamous cell carcinoma. Kelun's version uses the company's proprietary Kthiol conjugation technology to attach a topoisomerase 1 inhibitor payload.

To fund its obligations under the partnership and advance the assets through clinical development, Crescent simultaneously announced a $185 million PIPE at $13.41 per share—matching the prior day's close. The investor syndicate includes Forbion, Fairmount, Vestal Point Capital, BVF Partners, ADAR1, Balyasny Asset Management, and Venrock Healthcare Capital Partners. Jefferies, TD Cowen, Guggenheim Securities, Cantor, and Wedbush served as placement agents.

The financing extends Crescent's cash runway into 2028, providing capital to advance both the Kelun-partnered assets and the company's existing pipeline through multiple clinical readouts.

OTR Therapeutics: $100 Million Emergence from Stealth

On December 4, OTR Therapeutics emerged from stealth mode announcing a $100 million Series A financing that had actually closed in June 2025. The Shanghai-based company represents the next generation of China biotech—founded in March 2025 by veterans of the industry's first wave who learned what worked and what didn't.

Zhui Chen, the founder and CEO, previously co-founded Abbisko Therapeutics and negotiated the sale of pimicotinib to Merck KGaA in 2025. He's joined by co-founders Shannon Chuai and Yuan Shi, all of whom bring deep experience in global drug development and regulatory strategy.

The investor syndicate reflects the cross-border nature of modern biotech. True Light Capital, a wholly-owned subsidiary of Singapore sovereign wealth fund Temasek with approximately $4 billion under management, led the round. Lilly Asia Ventures participated, with Managing Director Yi Shi highlighting the team's "deep industry insights and rigorous scientific approach." Pfizer Ventures Partner Michael Baran also joined, alongside Sirona Capital.

OTR's model blends internal R&D with strategic acquisition of external assets in preclinical and early clinical stages. The company is targeting immunology and inflammation, oncology, and cardiometabolic diseases, though specific pipeline details remain confidential. Headquarters are in Shanghai with an R&D center in the Zhangjiang Hi-Tech Park and a global collaboration network spanning the United States, Europe, and Asia.

Antengene: CLDN18.2 ADC Advances in China

On December 2, Antengene Corporation received China NMPA IND approval for a Phase Ib/II study of ATG-022, its CLDN18.2-targeting ADC, in combination with Merck's Keytruda plus or minus chemotherapy. The study, designated CLINCH-2, will be led by Professor Lin Shen at Beijing Cancer Hospital.

ATG-022 represents another entry in the increasingly crowded CLDN18.2 space, but Antengene's clinical data suggest meaningful differentiation. At ESMO 2025, the company reported a 40% objective response rate at efficacious doses with only 18.2% Grade 3 or higher treatment-related adverse events. Notably, the drug has not caused any ocular toxicity or interstitial lung disease—side effects that have plagued some competing programs.

The drug carries FDA orphan drug designations for both gastric and pancreatic cancers, plus an NMPA Breakthrough Therapy Designation for gastric/GEJ cancers.

Hong Kong IPO Pipeline Remains Active

While the US IPO market for biotechs remained essentially closed—only 10 companies have gone public in 2025, less than half of 2024's already anemic 24—Hong Kong has emerged as the preferred listing venue for Chinese healthcare companies.

PwC reports that Hong Kong ranked first globally for IPO proceeds in H1 2025, raising HK$107.1 billion—seven times the prior year's total. Approximately 200 listing applications are currently active, with roughly 20% in healthcare. The Hang Seng Biotech Index has climbed approximately 60% year-to-date.

Ming Yu Pharmaceutical filed its listing application on December 4. Founded by former Hengrui research chief Cao Guoqing, the company has developed 13 drug candidates and was last valued at 3.94 billion yuan in a July 2025 Series C that raised $131 million. Morgan Stanley, BofA Securities, and CITIC Securities are serving as joint sponsors.

M&A and Strategic Transactions

XOMA Completes Mural Oncology Acquisition

On December 5, royalty aggregator XOMA completed its acquisition of Mural Oncology for $2.035 per share in cash, valuing the company at approximately $36 million. The transaction was structured as an Irish High Court-sanctioned scheme of arrangement, with final court approval on December 3 allowing the deal to take effect two days later.

Mural shareholders had approved the transaction in October with 99.20% voting in favor. The original deal terms had contemplated a potential additional payment of up to $0.205 per share tied to closing cash balances, but the final payout remained at the base $2.035 level.

For XOMA, the acquisition represents the latest in a series of distressed biotech purchases. The company gains potential milestone and royalty economics from any future partnering of Mural's nemvaleukin alfa, an IL-2 variant, though development was discontinued after Phase 3 failures in the ARTISTRY-7 and ARTISTRY-6 studies.

The advisor list reflects the cross-border complexity of Irish public company transactions. Gibson Dunn & Crutcher provided US legal counsel to XOMA with Mason Hayes & Curran handling Irish matters and Davy Corporate Finance serving as financial advisor. Lucid Capital Markets acted as exclusive financial advisor to Mural with WilmerHale on US legal and Arthur Cox on Irish law.

Genmab Secures $6 Billion for Merus Acquisition

Danish antibody specialist Genmab closed a $2.5 billion notes offering on December 3, securing the final piece of its financing package for the pending $8 billion acquisition of bispecific antibody developer Merus.

The debt offering comprised $1.5 billion of 6.250% senior secured notes due 2032 and $1.0 billion of 7.250% senior unsecured notes due 2033. Combined with $3.5 billion in previously arranged credit facilities—including a $2.0 billion term loan B, $1.0 billion term loan A, and $500 million revolver—Genmab has assembled $6.0 billion in total financing capacity.

The $97.00 per share offer price represents a 41% premium to Merus's unaffected close. The key asset is petosemtamab, an EGFR×LGR5 bispecific antibody with two FDA Breakthrough Therapy Designations and Phase 2 data showing a 67% objective response rate in combination with pembrolizumab. Genmab projects at least $1 billion in annual revenue from the Merus portfolio by 2029.

A&O Shearman and Kromann Reumert served as legal counsel to Genmab, with PJT Partners and Morgan Stanley as financial advisors. Latham & Watkins and NautaDutilh advised Merus with Jefferies as financial advisor. The acquisition is expected to close in early Q1 2026.

Regeneron-Tessera: Gene Writing for Rare Disease

On December 1, Regeneron Pharmaceuticals inked a collaboration with Flagship Pioneering-backed Tessera Therapeutics to co-develop TSRA-196, an in vivo gene therapy for alpha-1 antitrypsin deficiency using Tessera's Gene Writing platform.

Regeneron paid $150 million upfront as a combination of cash and equity investment. Near- and mid-term development milestones could add up to $125 million, bringing total potential deal value to $275 million. The partners will share development costs and profits 50/50 worldwide.

Alpha-1 antitrypsin deficiency affects approximately 200,000 patients in the United States and Europe. The disease results from mutations in the SERPINA1 gene that cause misfolded proteins to accumulate in the liver while leaving the lungs unprotected from neutrophil elastase damage. Current treatments are limited to protein replacement therapy, which requires lifelong infusions and does not address the underlying genetic defect.

Tessera's Gene Writing technology offers a non-viral approach using lipid nanoparticle delivery, potentially avoiding the immunogenicity and manufacturing challenges associated with viral vectors. Tessera will lead the first-in-human trial with an IND filing expected by year-end, after which Regeneron will assume leadership of global late-stage development and commercialization.

Novo Nordisk-Omeros: $2.1 Billion Complement Deal Closes

On December 1, Omeros Corporation announced the closing of its asset purchase and license agreement with Novo Nordisk for zaltenibart, a first-in-class MASP-3 inhibitor.

Novo Nordisk paid $240 million at closing with near-term milestones potentially bringing total payments to $340 million. Including all development and commercial milestones, the deal could reach $2.1 billion in total value.

Zaltenibart inhibits MASP-3, the most upstream activator of the alternative complement pathway. This mechanism provides potential differentiation from approved complement inhibitors and could find application in paroxysmal nocturnal hemoglobinuria, IgA nephropathy, C3 glomerulopathy, and atypical hemolytic uremic syndrome. The drug has completed Phase 2 and is Phase 3-ready.

Omeros used the proceeds to prepay its $67.1 million senior secured term loan and terminate the associated credit agreement, releasing all liens on the company's assets. The remaining capital will fund the US launch of narsoplimab.

Wilson Sonsini Goodrich & Rosati advised Omeros on the transaction.

Royalty and Structured Finance

Royalty Pharma-Denali: $275 Million for Hunter Syndrome

On December 4, Royalty Pharma announced a $275 million synthetic royalty agreement with Denali Therapeutics for tividenofusp alfa, an enzyme replacement therapy for Hunter syndrome.

The transaction structure illustrates the sophistication of modern royalty financing. Royalty Pharma will pay $200 million upon FDA accelerated approval of the drug, which has a PDUFA date of April 5, 2026. An additional $75 million becomes payable if and when the drug secures EMA approval by December 31, 2029.

In exchange, Royalty Pharma receives a 9.25% royalty on worldwide net sales of tividenofusp alfa. The royalty continues until Royalty Pharma has received 3.0× its invested capital—a maximum of $825 million if both tranches are drawn. If the 3.0× threshold is achieved by Q1 2039, the cap decreases to 2.5×, providing Denali with upside if the drug achieves rapid commercial success.

Tividenofusp alfa represents a potential breakthrough for Hunter syndrome (mucopolysaccharidosis type II), a rare lysosomal storage disease with severe CNS involvement. Denali's TransportVehicle technology enables the enzyme to cross the blood-brain barrier, potentially addressing the cognitive manifestations that current therapies cannot reach.

The funding adds to Denali's approximately $873 million cash position, providing runway to launch the drug and advance other pipeline programs without equity dilution.

Goodwin Procter and Maiwald served as legal counsel to Royalty Pharma. Gibson Dunn represented Denali.

Shield Therapeutics Refinances Debt Facility

UK-based Shield Therapeutics amended its senior secured debt facility with specialty lenders SWK Holdings and Runway Growth Finance on December 3, expanding capacity and improving terms as the company approaches cash flow breakeven.

The revised facility increases the total commitment from $20 million to up to $50 million, including a new $15 million tranche earmarked for potential M&A and a $10 million accordion feature. Shield drew an additional $2 million immediately, bringing total outstanding borrowings to $22 million.

The commercial terms improved meaningfully. The interest rate decreased from SOFR plus 9.25% to SOFR plus 8.75%, with the SOFR floor dropping from 5% to 3.5% effective January 2026. The interest-only period extended from 9 quarters to 15 quarters, reducing near-term cash burn.

In conjunction with the additional draw, Shield granted warrants to Runway for 5% of any capital drawn above the original $20 million commitment—approximately 906,468 shares for the $2 million increment at a strike price of £0.084.

The refinancing leverages Shield's growing US revenue from Accrufer, its oral iron deficiency therapy, providing capital to reach expected cash flow positivity by year-end while preserving flexibility for opportunistic acquisitions.

BayCross Capital acted as transaction advisor. Peel Hunt and Cavendish served as Nomad and brokers.

Venture and Private Financings

Protego Biopharma: $130 Million Series B

On December 1, Protego Biopharma closed an oversubscribed $130 million Series B to advance PROT-001 into pivotal trials for AL amyloidosis.

The round was co-led by Novartis Venture Fund and Forbion, with participation from new investors Omega Funds, Droia Ventures, YK Bioventures, and Digitalis Ventures. Existing investors including Vida Ventures, MPM BioImpact, Lightspeed Venture Partners, and Scripps Research also participated.

PROT-001 is a small-molecule pharmacological chaperone designed to stabilize misfolded immunoglobulin light chains that cause systemic AL amyloidosis. The approach could represent the first disease-modifying therapy for a condition currently treated primarily with chemotherapy to suppress the plasma cells producing the toxic proteins.

Cooley LLP provided legal counsel to Protego.

TRIANA Biomedicines: $120 Million Series B

TRIANA Biomedicines raised $120 million in Series B funding to advance TRI-611, an ALK-targeted molecular glue degrader for non-small cell lung cancer.

The round was led by Ascenta Capital and Bessemer Venture Partners. Molecular glue degraders represent an emerging modality that induces proximity between disease-causing proteins and components of the cellular degradation machinery, leading to selective elimination of target proteins.

Excelsior Sciences: $95 Million with State Grant

Excelsior Sciences raised $95 million to launch its automated small-molecule discovery platform, announced December 3. The financing combined a $70 million Series A with a $25 million grant from New York Empire State Development.

The Series A was co-led by Deerfield Management, Khosla Ventures, and Sofinnova Partners. Other investors included Cornucopian Capital, Eli Lilly, Illinois Ventures, and MIT.

Excelsior has developed "Smart bloccs" chemistry—modular chemical building blocks that machines can execute, enabling AI-driven closed-loop drug discovery. The state grant reflects government interest in technology that could "reshore" pharmaceutical manufacturing to the United States.

SciNeuro Pharmaceuticals: $53 Million

SciNeuro Pharmaceuticals announced a $53 million equity financing on December 4 to advance therapies targeting neurodegenerative disorders including Alzheimer's and Parkinson's disease.

The round was co-led by ARCH Venture Partners and Lilly Asia Ventures. SciNeuro has programs targeting LRRK2 and beta-amyloid pathways and recently received a $5 million grant from the Michael J. Fox Foundation.

The investment continues ARCH's active 2025 dealmaking—the firm has participated in at least 13 biotech financings this year. LAV's involvement in both SciNeuro and OTR Therapeutics demonstrates the fund's continued commitment to cross-border biotechs.

Juniper Biosciences: $40 Million Seed

Juniper Biosciences closed an upsized $40 million seed financing on December 2 to develop its radiopharmaceuticals pipeline.

The round was co-led by NovaCapital and a network of high-net-worth individuals including members of Italy's Club degli Investitori. Juniper is led by former executives from radiotherapy company Evergreen Theragnostics.

The substantial seed round—essentially a super-angel extension—reflects renewed interest in radiopharmaceuticals following recent clinical and commercial successes in the space.

Etheros Pharmaceuticals: $40 Million Longevity Investment

Etheros Pharmaceuticals secured a $40 million strategic investment from Immortal Dragons, a Singapore-based longevity-focused fund, announced December 5.

Etheros is developing catalytic antioxidant molecules—water-soluble fullerene derivatives—designed to neutralize oxidative stress implicated in aging-related diseases. The lead compound will advance toward human trials targeting neurodegeneration and fibrosis.

Immortal Dragons is a $40 million fund launched in 2025 specifically to back breakthroughs targeting fundamental aging mechanisms. The Etheros investment appears to represent a significant portion of the fund's total capital, reflecting high conviction in the fullerene platform.

Axoltis Pharma: €18 Million Series A

French biotech Axoltis Pharma secured €18 million in Series A funding from FIDAT Ventures and Cenitz to advance NX210c into Phase 2 for amyotrophic lateral sclerosis.

Public Market Financings

Immatics: $125 Million Follow-On

German immunotherapy specialist Immatics N.V. priced a $125 million underwritten public offering at $10.00 per share.

Jefferies, Leerink Partners, and Cantor served as joint book-runners. The proceeds will strengthen the company's balance sheet for its TCR-T cell therapy clinical programs targeting solid tumors.

The successful execution reflects continued investor interest in differentiated cell therapy platforms, particularly those with positive momentum from recent conference presentations.

Protara Therapeutics: $75 Million Public Offering

Protara Therapeutics priced a $75 million public offering at $5.75 per share—a 16% discount to the prior close.

J.P. Morgan, TD Cowen, and Piper Sandler served as joint book-runners. The proceeds will support the company's late-stage TARA-002 program in bladder cancer.

Restructurings and Corporate Developments

Carisma Therapeutics: Wind-Down and Delisting

Philadelphia-based Carisma Therapeutics announced on December 5 that it is voluntarily delisting from Nasdaq and deregistering with the SEC as part of an "orderly wind down" of operations.

The CAR-macrophage developer had been struggling for months. Nasdaq issued a delist determination in October after Carisma failed to meet bid price, market value, and other listing requirements. CEO Steven Kelly and CSO Michael Klichinsky were terminated in October. A planned reverse merger with OrthoCellix, an Ocugen subsidiary, fell through in September.

The company's market capitalization had fallen to approximately $2.2 million with the stock trading at $0.05 per share. In its announcement, Carisma warned stockholders that "it is unlikely there will be a meaningful amount of cash available for distribution."

The delisting will be effective by late December after Carisma files Form 25 with the SEC. The company will subsequently file Form 15 to terminate reporting obligations and reduce ongoing costs.

Sensei Biotherapeutics: 65% Layoffs

Sensei Biotherapeutics implemented approximately 65% workforce reductions following its decision to discontinue lead asset solnerstotug, an anti-VISTA antibody, despite positive Phase 1/2 data showing 50% six-month progression-free survival in hot tumor cohorts.

CEO John Celebi cited challenging capital markets as the primary factor. The company retained approximately five employees to explore strategic alternatives including asset sales, licensing, or potential wind-down. Cash position stood at $25 million as of September 30.

Other Distress Signals

The week saw additional signs of sector distress:

ASC Therapeutics filed Chapter 7 bankruptcy on November 19 with estimated assets of $100,000-500,000 versus liabilities of $10-50 million.

KALA Bio announced emergency $10 million financing alongside restructuring efforts, with new CEO David Lazar implementing operational changes.

Multiple companies received Nasdaq non-compliance notices including PharmaCyte Biotech (bid price violation), Moleculin Biotech (stockholders' equity deficiency), and Sinovac Biotech (Form 20-F filing failure).

Technology and CDMO Transactions

IonQ-CCRM: Quantum Computing Meets Cell Therapy

In a convergence of technology and biotechnology, quantum computing company IonQ and Canada's Centre for Commercialization of Regenerative Medicine announced a strategic partnership on December 1.

IonQ becomes CCRM's core quantum technology partner across its cell and gene therapy innovation network. The collaboration will launch projects in bioprocess optimization, disease modeling, and quantum-enhanced simulation for advanced therapy manufacturing beginning in 2026 across Canada and Sweden.

The partnership reflects growing pharma and biotech interest in quantum computing's potential to solve computationally intensive problems in drug discovery and biomanufacturing that classical computing cannot efficiently address.

Microsize-Lonza: Swiss Manufacturing Acquisition

Microsize and Schedio Group agreed to acquire Lonza's Micro-Macinazione facility in Switzerland to expand particle engineering capabilities. The transaction, announced in late November, is expected to close in Q1 2026 with terms undisclosed.

Regulatory and Policy Developments

UK-US Pharmaceutical Trade Deal

The UK government announced on December 1 a landmark trade agreement granting British pharmaceutical companies exclusive zero-percent tariff access to the US market for three years—making the UK the only country worldwide with such protection.

The agreement protects £6.6 billion in annual pharmaceutical exports and has already triggered investment commitments from Bristol Myers Squibb (over $500 million over five years), Moderna, and BioNTech.

In exchange, the UK committed to 25% higher spending on innovative medicines, raised the NICE cost-effectiveness threshold to £25,000-35,000 per QALY (from £20,000-30,000), and reduced NHS rebates from 23.5% to 15% for 2026-2028. The changes are expected to result in approval of 3-5 additional new drugs annually.

The Association of the British Pharmaceutical Industry praised the agreement as beneficial for both NHS patients and UK life sciences competitiveness.

European Investment Bank-Angelini Ventures Partnership

The European Investment Bank announced a €150 million partnership with Angelini Ventures targeting 7-10 European biotech and digital health startups over six years. The initiative marks EIB's first corporate venture collaboration in healthcare.

Market Context and Trends

XBI Hits 52-Week High

The SPDR S&P Biotech ETF reached a 52-week high on December 5 at $123.36, up 85% from its 52-week low of $66.66. The IBB iShares Biotechnology ETF traded around $171 with year-to-date returns of approximately 20.85%.

The week showed characteristic volatility—both indices fell more than 2% on Monday December 1 before recovering through mid-week and reaching new highs by Friday. Analysts attributed the strength to favorable regulatory developments, attractive valuations following years of underperformance, Federal Reserve rate cuts, AI adoption tailwinds, and robust M&A sentiment.

China Outbound Licensing Dominance

The week's transaction activity reinforced data showing Chinese biotechs increasingly dominating global licensing deal flow. According to Jefferies research, China-origin assets accounted for 32% of global out-licensing deal value in H1 2025, up from 21% in 2023-24.

One-third of 2025 licensing spending went to China-developed drugs. H1 2025 saw 14 US-China deals worth approximately $18.3 billion compared to just 2 deals in the same period of 2024.

Notably, Chinese assets command 60-70% lower upfronts and 40-50% smaller total deal sizes than comparable Western assets—a discount that reflects regulatory and geopolitical risk but increasingly represents a value opportunity for global pharma.

ADC Market Growth

The ADC market continues to expand from $9.7 billion in 2023 to a projected $19.8 billion by 2028, representing a 15.2% compound annual growth rate. Despite this growth, 2025 saw no major ADC company acquisitions—licensing structures like those in the Takeda-Innovent and Kelun-Crescent deals have dominated.

IPO Drought Continues

Only 10 biotechs have completed IPOs in 2025 through November—less than half of 2024's already anemic 24. The median 2024 IPO class stock price had fallen 70% by mid-2025, discouraging new issuance.

The poor IPO environment continues to push companies toward M&A exits rather than public market paths. With $65 billion or more in deal value through October—nearly double 2024's full-year $37 billion—Leerink Partners characterized 2025 as the year biopharma M&A was "back in business."

Corporate VC Activity

As traditional crossover investors retreated from biotech, corporate venture arms stepped in to fill the gap. Novo Holdings participated in 18 rounds in 2025, Eli Lilly in 13, and Sanofi Ventures in 13—compared to just 11 total rounds among the same three in 2022.

Pfizer Ventures' participation in both OTR Therapeutics and TRIANA Biomedicines, alongside Lilly Asia Ventures' involvement in OTR and SciNeuro, demonstrates continued strategic investor activity even as financial investors pulled back.

Complete Transaction Tables

M&A and Licensing

Transaction	Type	Upfront	Total Potential	Advisors
Takeda / Innovent	Strategic partnership	$1.2B	$11.4B	Morgan Stanley Asia (Innovent); Baker McKenzie (Takeda)
Novo Nordisk / Omeros	Asset acquisition	$240M	$2.1B	Wilson Sonsini (Omeros)
Regeneron / Tessera	Collaboration	$150M	$275M	Not disclosed
Kelun → Crescent (SKB105)	License	$80M	$1.33B	Not disclosed
AstraZeneca / Neurimmune	Collaboration	Undisclosed	$780M	Not disclosed
Q32 Bio / Akebia	Asset sale	$7M	$592M	Not disclosed
XOMA / Mural	Acquisition	$36M	$36M	Gibson Dunn, Mason Hayes Curran, Davy (XOMA); WilmerHale, Arthur Cox, Lucid (Mural)
Crescent → Kelun (CR-001)	License	$20M	$50M	Not disclosed

Royalty and Structured Finance

Transaction	Type	Amount	Key Terms
Genmab bonds + credit	Bond offering + facilities	$6.0B	6.25%/7.25% notes; for Merus acquisition
Royalty Pharma / Denali	Synthetic royalty	$275M	9.25% royalty rate, 3.0x cap
Shield / SWK-Runway	Debt refinancing	Up to $50M	SOFR+8.75%, 15Q interest-only

Venture and Private Financings

Company	Amount	Round	Lead Investors
Protego Biopharma	$130M	Series B	Novartis Ventures, Forbion
TRIANA Biomedicines	$120M	Series B	Ascenta, Bessemer
OTR Therapeutics	$100M	Series A	Temasek (True Light), LAV, Pfizer Ventures
Excelsior Sciences	$95M	Series A + Grant	Deerfield, Khosla, Sofinnova; NY ESD grant
SciNeuro Pharmaceuticals	$53M	Equity	ARCH Venture, LAV
Juniper Biosciences	$40M	Seed	NovaCapital
Etheros Pharmaceuticals	$40M	Strategic	Immortal Dragons
Axoltis Pharma	€18M	Series A	FIDAT Ventures, Cenitz

Public Financings

Company	Type	Amount	Underwriters/Investors
Crescent Biopharma	PIPE	$185M	Forbion, BVF, Balyasny, Fairmount, Vestal Point
Immatics	Follow-on	$125M	Jefferies, Leerink, Cantor
Protara Therapeutics	Public offering	$75M	J.P. Morgan, TD Cowen, Piper Sandler
Intensity Therapeutics	ATM expansion	$30M capacity	H.C. Wainwright
Vaxil Bio	Private placement	C$0.14M	Non-brokered

Restructurings

Company	Event	Details
Carisma Therapeutics	Wind-down/delisting	Complete cessation; market cap ~$2M
Sensei Biotherapeutics	65% layoffs	Solnerstotug discontinued; strategic review
ASC Therapeutics	Chapter 7 bankruptcy	Liquidation; assets $100-500K

Deals by Therapeutic Area

Therapeutic Area	Count	% of Week's Value
Oncology	12	~60%
Rare Disease	4	~15%
Neurology	3	~8%
Immunology	3	~7%
Hematology	2	~6%
Other	4	~4%

Deals by Investor Type

Investor Type	Deal Participation
Big Pharma Corporate VC	Pfizer Ventures (2), Novartis Ventures (1), Eli Lilly (1)
Asia-Based VC	LAV (2), True Light/Temasek (1), Sirona (1)
US Healthcare VC	ARCH (1), Forbion (3), Deerfield (1), Sofinnova (1)
Crossover/Hedge Funds	BVF (1), Balyasny (1), Fairmount (2)
Specialty/Thematic	Immortal Dragons (1)

Advisor League Table

Advisor	Role	Deals
Gibson Dunn	Legal	2 (Denali, XOMA)
Forbion	Investor	2 (Protego, Crescent)
Morgan Stanley	Financial	2 (Innovent, Genmab)
Jefferies	Underwriter/FA	2 (Crescent PIPE, Immatics)
Baker McKenzie	Legal	1 (Takeda)
A&O Shearman	Legal	1 (Genmab)
Wilson Sonsini	Legal	1 (Omeros)
PJT Partners	Financial	1 (Genmab)

Looking Ahead

The first week of December 2025 demonstrated that quality assets—particularly in oncology, rare diseases, and validated modalities like ADCs and bispecifics—continue to command premium valuations despite broader sector headwinds. The $15+ billion in announced deal value underscores strategic pharma's appetite for external innovation, especially from Chinese developers offering differentiated science at attractive valuations.

The simultaneous wave of restructurings reveals a sector operating at two speeds. Well-funded clinical programs attract robust capital while companies lacking differentiated assets or sufficient runway face existential pressure. The 270+ layoff rounds tracking toward 2025's record pace suggest this bifurcation will intensify through year-end.

For dealmakers and investors, the week's activity signals that strategic optionality, therapeutic differentiation, and non-dilutive capital structures remain paramount. The Royalty Pharma-Denali synthetic royalty, Shield Therapeutics refinancing, and Genmab debt financing demonstrate continued evolution in financing structures as companies seek alternatives to challenging equity markets.

The XBI's 52-week high suggests the market believes the worst may be behind the sector—but the Carisma wind-downs and Sensei layoffs remind us that many companies will not survive to see the recovery.

Disclaimer: I am not a lawyer or financial adviser. This article does not constitute investment advice, legal advice, or financial advice of any kind. All information presented here is derived from publicly available sources including SEC filings, press releases, and industry reports. Details of specific transactions may have changed since publication. Readers should conduct their own due diligence and consult with qualified legal and financial professionals before making any investment or business decisions.