The Weekly Term Sheet (50)

The week of December 8-13, 2025 delivered extraordinary capital formation across biopharma, with $3.2 billion in follow-on offerings sold in a single 24-hour period on December 10—the largest such day in biotech history. Ligand Pharmaceuticals unveiled an ambitious five-year roadmap projecting 23% royalty CAGR while sitting on $1 billion in deployable capital, even as total announced M&A value reached $2.86 billion and venture financing exceeded $700 million.

The royalty financing market continues its structural expansion. With 87% of biopharma executives now considering royalty financing according to Deloitte's September 2025 survey, and Royalty Pharma deploying up to $3.8 billion year-to-date, the sector has firmly established itself as a mainstream capital allocation tool. Against this backdrop, Apple Tree Partners' Chapter 11 filing exposed the fragility of concentrated LP structures—a cautionary tale even as broader deal activity signals renewed institutional conviction.

Ligand Pharmaceuticals: Strategic Highlights from Investor Day

Ligand Pharmaceuticals hosted its 2025 Investor Day at The Harvard Club in New York on December 9, presenting its strongest growth outlook in company history. CEO Todd Davis and team raised the long-term royalty receipts guidance to at least 23% CAGR over five years, up from 22% shared at previous investor events.

2026 Guidance Summary

Metric	2026 Guidance	YoY Change
Total Revenue	$245M-$285M	+15% vs 2025 core
Royalty Revenue	$200M-$225M	+40% vs 2025
Captisol Sales	$35M-$40M	—
Core Adjusted EPS	$8.00-$9.00	—

The "Pharm Team" approach combines existing commercial programs (contributing 15% CAGR) with late-stage pipeline assets (5% contribution) to support the growth trajectory.

Investment Activity and Deal Pipeline

Ligand's investment team reviewed over 170 deals in 2025, committing $130 million across six transactions. The lean 45-person organization has transformed from 170 FTEs in 2022 through its 2023 restructuring, creating an efficient platform for capital deployment. SVP of Investments Paul Hadden outlined four investment tactics: royalty monetization, project finance for late-stage trials, special situations at distressed valuations, and scalable platform technologies.

Disclosed Royalty Rate Benchmarks

Partner	Investment	Royalty Structure	Asset
Castle Creek Biosciences	$50M (of $75M syndicate)	Mid-single digit net royalty	D-Fi gene therapy for epidermolysis bullosa
Pelthos Therapeutics	$18M	13% royalty on worldwide net sales	ZELSUVMI (berdazimer) for molluscum
Orchestra BioMed	$40M ($35M royalty + $5M equity)	Low-double-digit on first $100M, mid-single-digit above	AVIM/Virtue SAB cardiology programs
Travere/Filspari	Legacy royalty	9% net royalty on global net sales	Sparsentan for IgAN/FSGS
Verona/Ohtuvayre	Legacy royalty	3% royalty	Ensifentrine for COPD

The five key royalty revenue drivers for 2026 are Filspari (Travere), Ohtuvayre (Merck/Verona), Capvaxive (Merck), Qarziba (Recordati), and Zelsuvmi (Pelthos). Ligand's Palvella investment awaits Phase 3 SELVA trial topline results for QTORIN rapamycin in Q1 2026.

M&A Transactions: $2.86 Billion Across Strategic, PE, and Distressed Deals

Teleflex Divests $2.03 Billion in Non-Core Assets

Teleflex (NYSE: TFX) announced a transformative dual-divestiture on December 9, carving out its OEM and Acute Care/Urology businesses to refocus on core hospital markets.

Deal 1: OEM Business to Montagu/Kohlberg — $1.5 billion

The medical device company's OEM division—manufacturing catheter components and surgical sutures across seven facilities—transfers to private equity firms Montagu and Kohlberg for $1.5 billion cash. The business has operated for 40+ years, serving structural heart, neurovascular, and electrophysiology markets. Greg Stotts (current President/GM) becomes CEO post-closing; Matt Jennings (Kohlberg Operating Partner) becomes Chairman. Expected closing: H2 2026 with a $90 million break-up fee.

Deal 2: Acute Care & Urology to Intersurgical — $530 million

UK-based Intersurgical acquires the Acute Care and Interventional Urology portfolios including LMA and Rüsch brands, plus the UroLift procedure for enlarged prostates.

Role	Seller (Teleflex)	Buyer (Montagu/Kohlberg)
Financial Advisor	Centerview Partners LLC	Raymond James & Associates
Legal Counsel	Simpson Thacher & Bartlett LLP	Kirkland & Ellis; Ropes & Gray LLP

Teleflex expects approximately $1.8 billion in net after-tax proceeds, deploying $1 billion toward share repurchases and the remainder toward debt reduction.

Mirum Acquires Bluejay Therapeutics — $820 Million Total Value

Mirum Pharmaceuticals (NASDAQ: MIRM) announced December 8 it would acquire private hepatitis D specialist Bluejay Therapeutics for $620 million upfront ($250M cash + $370M stock) with up to $200 million in sales-based milestones.

The centerpiece asset is brelovitug (BJT-778), a Phase 3-ready fully human monoclonal antibody targeting hepatitis B/D surface antigens. Phase 2 data from November 2025 showed 100% virologic response with up to 82% liver enzyme normalization. The drug carries FDA Breakthrough Therapy and EMA PRIME designations for chronic HDV, which affects approximately 230,000 patients in the US/Europe with no FDA-approved therapies.

Role	Buyer (Mirum)	Seller (Bluejay)
Financial Advisor	Morgan Stanley & Co. LLC	Centerview Partners; J.P. Morgan Securities
Legal Counsel	Cooley LLP	Latham & Watkins LLP

Mirum concurrently raised $200 million via private placement at $68.48/share. Phase 3 data expected H2 2026 with BLA submission targeted for 2027. Expected closing: Q1 2026.

Cycle Pharma Acquires Distressed Applied Therapeutics — ~$13.4 Million + CVRs

UK-based Cycle Group Holdings agreed December 11 to acquire Applied Therapeutics (NASDAQ: APLT) in a distressed transaction at $0.088 per share (approximately $13.4 million) plus contingent value rights.

Applied shareholders receive cash at closing, plus CVRs: $0.10 upon FDA galactosemia approval, $0.10 upon CMT-SORD approval, and $0.20 upon reaching $200M annual sales—a potential total of $0.488/share if all milestones achieved.

The deal follows Applied's FDA rejection of govorestat (a CNS-penetrant Aldose Reductase Inhibitor) for diabetic complications and subsequent strategic review. Applied's stock traded at $0.22 before announcement—the deal represents a 60% discount.

Role	Applied Therapeutics	Cycle Group Holdings
Legal Counsel	Ropes & Gray LLP	Goodwin Procter LLP
Fairness Opinion	Aquilo Partners	—

Cycle provided an $8.5 million unsecured promissory note to fund Applied's working capital through closing. Expected closing: Q1 2026.

M&A Summary Table

Date	Acquirer	Target	Value	Key Asset
Dec 8	Mirum Pharmaceuticals	Bluejay Therapeutics	$820M total	Brelovitug (HDV)
Dec 9	Montagu/Kohlberg	Teleflex Medical OEM	$1.5B	Catheter/suture manufacturing
Dec 9	Intersurgical	Teleflex Acute Care/Urology	$530M	Anesthesia, airway, UroLift
Dec 11	Cycle Pharma	Applied Therapeutics	~$13.4M + CVR	Govorestat (ARI)

Licensing Partnerships: Over $7.5 Billion in Potential Value

Pfizer Licenses Oral GLP-1 from YaoPharma — Up to $2.1 Billion

Signaling continued commitment to obesity despite prior setbacks, Pfizer secured global exclusive rights to YaoPharma's oral GLP-1 receptor agonist YP05002 on December 9 for up to $2.085 billion ($150M upfront + $1.935B in milestones, plus tiered royalties).

YP05002 is currently in Phase 1 (single/multiple ascending dose study with data expected April 2026). Pfizer plans to combine the asset with its GIPR antagonist PF-07976016 (Phase 2) and other small molecules. This follows Pfizer's approximately $10 billion acquisition of Metsera and reflects competitive dynamics in the weight-loss therapeutic market.

Zealand Pharma Partners with OTR Therapeutics — Up to $2.53 Billion

Zealand Pharma (NASDAQ: ZEAL) partnered with Shanghai-based OTR Therapeutics on December 11 in a multi-program collaboration worth up to approximately $2.53 billion—though most value lies in commercial milestones.

Term	Value
Upfront	$20M (up to $30M under certain conditions)
Milestones	Up to ~$2.5B (development + commercial)
Royalties	Tiered single-digit on worldwide net sales

OTR conducts research and preclinical work; Zealand handles clinical development, regulatory filings, and worldwide commercialization. The deal expands Zealand's metabolic portfolio into oral small molecules, announced alongside its "Metabolic Frontier 2030" strategy targeting five drug launches by decade-end.

Moderna Licenses Nanexa's PharmaShell Platform — Up to $503 Million

Moderna licensed Nanexa's PharmaShell drug delivery technology on December 10-11, securing rights to one compound plus options for four additional programs.

Term	Value
Upfront	$3M
Milestones	Up to $500M (development + commercial)
Royalties	Tiered single-digit

PharmaShell uses atomic layer deposition to encapsulate drug microparticles in slow-dissolving inorganic oxide coatings (aluminum/zinc oxide), enabling high drug loads, tailored release profiles, and room-temperature stability. The platform has been previously licensed to Novo Nordisk and AstraZeneca.

Zydus Secures US/Canada Rights to Keytruda Biosimilar — Mid-Double-Digit €M

Zydus Lifesciences licensed exclusive North American rights to Formycon's FYB206, a biosimilar to Merck's Keytruda (pembrolizumab, 2024 sales: $29.5 billion), on December 9.

Term	Value
2025 Payments	Mid-teens-million-euro (€13-17M)
Additional Milestones	Mid-double-digit-million-euro (€40-60M)
Profit Share	Mid-double-digit gross profit share post-launch

Clinical development is nearly complete with primary endpoint data expected Q1 2026. Expected launch: 2028-2029 aligned with Keytruda patent expiry.

Immutep Partners with Dr. Reddy's — Up to $370 Million

Immutep entered a strategic collaboration with Dr. Reddy's Laboratories on December 8 for eftilagimod alfa (efti), a first-in-class soluble LAG-3 protein/MHC Class II agonist.

Term	Value
Upfront	$20M (~AUD 30.2M)
Milestones	Up to $349.5M
Royalties	Double-digit
Territory	All countries outside North America, Europe, Japan, Greater China

The asset is in Phase 3 (TACTI-004/KEYNOTE-F91) for first-line advanced NSCLC.

GSK and Sanofi Ink Early-Stage Discovery Partnerships

GSK entered a multi-year, multi-target collaboration with Oxford BioTherapeutics (announced December 10) to leverage OBT's OGAP-Verify proteomics platform for novel oncology target discovery. Financial terms undisclosed, though similar to OBT's March 2025 Roche deal worth up to $1 billion.

Sanofi made a strategic equity investment in InduPro Therapeutics (December 10), funding preclinical and IND-enabling research for a first-in-class bispecific PD-1 agonist antibody for autoimmune disorders. Sanofi secured right of first negotiation for future licensing.

Licensing Summary Table

Date	Partners	Potential Value	Stage	Structure
Dec 9	Pfizer / YaoPharma	$2.1B	Phase 1	$150M upfront + milestones + royalties
Dec 11	Zealand / OTR Therapeutics	$2.53B	Discovery	$20-30M upfront + milestones + royalties
Dec 10-11	Moderna / Nanexa	$503M	Preclinical	$3M upfront + milestones + royalties
Dec 8	Immutep / Dr. Reddy's	$370M	Phase 3	$20M upfront + milestones + royalties
Dec 9	Formycon / Zydus	Mid-double-digit €M	Phase 3	Upfront + milestones + profit share
Dec 10	GSK / Oxford BioTherapeutics	Undisclosed	Discovery	Milestones + royalties
Dec 10	Sanofi / InduPro	Undisclosed	Preclinical	Equity + ROFN

Venture Financing: $700+ Million Across Metabolic and Oncology Platforms

Strategic pharma investors dominated the week's venture rounds, with Eli Lilly, AstraZeneca, and Pfizer all making significant commitments to emerging platform companies.

$100M+ Rounds

SanegeneBio — Series B: $110M+ (December 8)

The RNAi therapeutics company attracted Eli Lilly as a strategic investor alongside a sovereign wealth fund, Sino Biopharm, Legend Capital, Vivo Capital, and Invus. Lead asset SGB-9768 (Phase 2) targets IgA nephropathy and C3 glomerulopathy. The round follows a $1.2 billion alliance with Lilly (November 2025) for extrahepatic RNAi delivery.

Sidera Bio — Series A: ~$109M (DKK 700M) (December 9)

One of Denmark's largest biotech first rounds, co-led by Novo Holdings, Forbion, and RA Capital, with CVX Ventures and Gilde Healthcare participating. The Copenhagen-based company is developing first-in-class GLP-1/GIP/FGF21 triple agonists for cardiometabolic diseases, licensing MWN105 from Lepu Medical. Lepu holds a 9.99% equity stake and stands to receive up to $1.01 billion in milestones plus tiered royalties.

D3 Bio — Series B: $108M (December 9)

Led by IDG Capital and SongQing Capital, with participation from WuXi AppTec's corporate venture fund, Temasek, HongShan, and Medicxi. Lead asset elisrasib is an oral next-generation KRAS G12C inhibitor with FDA Breakthrough designation, advancing to global Phase 3 pivotal trials in NSCLC and colorectal cancer.

Syneron Bio — Series A/A+: ~$100M (December 11)

AstraZeneca led alongside the AstraZeneca-CICC Fund, with participation from Pfizer Biotech Development Investment Fund, GL Ventures (Hillhouse), 5Y Capital, and Sinovation Ventures. The Beijing-based company develops macrocyclic peptide therapeutics including a pan-KRAS inhibitor. The round follows a March 2025 AstraZeneca collaboration worth up to $3.4 billion.

Mid-Size Rounds ($50-100M)

Company	Round	Amount	Lead Investors	Focus
BlossomHill Therapeutics	Series B Extension	$84M	Janus Henderson, Brahma, BioTrack	EGFR/CLK oncology
Prolynx	Series A	$70M	5AM Ventures, OrbiMed, Monograph	Long-acting GLP-1 agonists
Medra	Series A	$52M	Human Capital	AI robotic wet labs
PsiThera	Series A	$47.5M	Samsara Biocapital, Lightstone	AI drug discovery
DISCO Pharmaceuticals	Seed Expansion	€36M	Ackermans & van Haaren, NRW.Bank	Surfaceome-targeted ADCs
EpilepsyGTx	Series A	$33M	—	Gene therapy for epilepsy

Additional Notable Rounds

Angitia Biopharmaceuticals — Series C: $120M (December 11)

Investors: Bain Capital Life Sciences, Janus Henderson, OrbiMed, 3H Health Investment, Yonghua Capital, Legend Capital, Elikon Venture. Lead program: AGA111 (biologic for spinal fusion, Phase 3).

Protego Biopharma — Series B: $130M

Led by Novartis Venture Fund and Forbion for protein folding therapeutics.

Venture Summary Table

Company	Round	Amount	Lead Investors	Focus
Protego Biopharma	Series B	$130M	Novartis Venture Fund, Forbion	Protein folding
Angitia Bio	Series C	$120M	Bain Capital LS, OrbiMed	Spinal fusion biologic
SanegeneBio	Series B	$110M+	Eli Lilly (strategic)	RNAi therapeutics
Sidera Bio	Series A	~$109M	Novo Holdings, Forbion, RA Capital	GLP-1/GIP/FGF21 triple agonist
D3 Bio	Series B	$108M	IDG Capital, SongQing Capital	KRAS G12C inhibitor
Syneron Bio	Series A/A+	~$100M	AstraZeneca, Pfizer	Macrocyclic peptides
BlossomHill	Series B Ext.	$84M	Janus Henderson, Brahma	EGFR/CLK oncology
Prolynx	Series A	$70M	5AM Ventures, OrbiMed	Long-acting obesity drugs

Public Market Offerings: Record Activity

December 8-13 saw record biotech follow-on activity—$3.2 billion sold in 24 hours on December 10 alone—but no new IPOs or SPAC transactions.

Major Follow-On Offerings

Kymera Therapeutics — $500M+ with $75M overallotment

Priced December 8-9 following KT-621 Phase 1b data showing dupilumab-like efficacy in atopic dermatitis.

Wave Life Sciences — $350M (December 9)

Capitalized on a ~180% stock surge following obesity data showing ~9-10% visceral fat reduction with a single dose of WVE-007. Priced at $19.00/share (~6% discount). Underwriters: Jefferies (lead), Leerink Partners, BofA Securities.

Vera Therapeutics — $261M (December 9)

Following BLA filing for atacicept in IgA nephropathy. Priced at $42.50/share (~5% discount), bringing pro-forma cash to approximately $700M+. Lead underwriters: J.P. Morgan, Goldman Sachs.

Capricor Therapeutics — $150M (December 8)

Rode momentum from Phase 3 HOPE-3 trial success (stock +263% on data release). Lead underwriters: Piper Sandler, Oppenheimer.

Public Offerings Summary

Company	Type	Amount	Catalyst	Lead Underwriters
Kymera Therapeutics	Follow-on	$500M+	KT-621 Phase 1b data	—
Wave Life Sciences	Follow-on	$350M	WVE-007 obesity data	Jefferies, Leerink, BofA
Vera Therapeutics	Follow-on	$261M	Atacicept BLA filing	J.P. Morgan, Goldman Sachs
Capricor Therapeutics	Follow-on	$150M	HOPE-3 Phase 3 success	Piper Sandler, Oppenheimer
Protara Therapeutics	Follow-on	$75M	—	J.P. Morgan, TD Cowen, Piper
Tenaya Therapeutics	Follow-on	$60M	—	Leerink, Piper Sandler

Restructurings: Apple Tree Partners Chapter 11 Exposes LP Concentration Risk

Life sciences VC firm Apple Tree Partners filed for Chapter 11 bankruptcy protection on December 9 following a bitter dispute with its primary limited partner, Rigmora Holdings (managing wealth of Russian billionaire Dmitry Rybolovlev).

The filing covers two ATP affiliates with $1-10 billion in assets and minimal debt ($100K-500K). The dispute centers on Rigmora's alleged failure to honor $96.9 million in capital commitments ordered by Delaware Chancery Court on December 5, 2025. Rigmora—which pledged $1.5 billion since 2012 and contributed approximately 99% of $2.7 billion invested in ATP—began pulling back in 2022 amid biotech market downturns and post-Ukraine invasion geopolitical tensions.

Role	Advisors
Restructuring Advisor	B. Riley
Chief Restructuring Officer	Perry Mandarino
Bankruptcy Counsel	Quinn Emanuel Urquhart & Sullivan; Potter, Anderson & Corroon

ATP's approximately 30 portfolio companies include Aulos Bioscience (immuno-oncology), Ascidian Therapeutics (RNA exon editing), and Marengo Therapeutics (cancer immunotherapy). Deep Apple Therapeutics notably secured an $812 million Novo Nordisk obesity R&D deal, demonstrating underlying portfolio value despite the LP dispute.

Judge Kathaleen St. J. McCormick's December 5 ruling ordered Rigmora to honor capital commitments, stating: "The public interest strongly favors preserving potentially life-saving research programs." However, ATP filed Chapter 11 four days later, with Rigmora calling the bankruptcy "nothing more than a delay tactic." The situation underscores risks of concentrated LP structures—ATP's model of seeking to be the sole investor created existential dependency on a single capital source.

Geron Cuts One-Third of Workforce

Geron Corporation announced December 11 it would lay off approximately 87 employees (~33% of 260) as disappointing sales of cancer therapy Rytelo (imetelstat) force restructuring. Q3 2025 revenue of $47.2 million represented a 3% sequential decline despite June 2024 FDA approval. Geron stock has fallen over 60% year-to-date.

Pfizer Cuts 77% of Switzerland Operations

As part of its $7.7 billion cost realignment program through 2027, Pfizer disclosed December 10-11 it would reduce its Switzerland workforce from ~300 to ~70 employees—a 77% reduction. Since launching the program in October 2023, Pfizer has eliminated approximately 1,702 positions globally.

Summary Transaction Table

Transaction	Type	Value	Stage	Key Advisors
Teleflex OEM → Montagu/Kohlberg	M&A	$1.5B	Pending	Centerview; Raymond James; Simpson Thacher; Kirkland & Ellis
Teleflex AC/Urology → Intersurgical	M&A	$530M	Pending	Centerview; Simpson Thacher
Mirum → Bluejay	M&A	$820M	Pending	Morgan Stanley; Centerview; Cooley; Latham & Watkins
Cycle → Applied Therapeutics	M&A	~$13.4M + CVR	Pending	Aquilo (fairness); Ropes & Gray; Goodwin Procter
Pfizer / YaoPharma	License	$2.1B potential	Phase 1	Not disclosed
Zealand / OTR	License	$2.53B potential	Discovery	Not disclosed
Moderna / Nanexa	License	$503M potential	Preclinical	Not disclosed
Immutep / Dr. Reddy's	License	$370M potential	Phase 3	Not disclosed
Formycon / Zydus	License	Mid-double-digit €M	Phase 3	Not disclosed
Apple Tree Partners	Chapter 11	N/A	Filed	B. Riley; Quinn Emanuel
Kymera Therapeutics	Follow-on	$500M+	Closed	—
Wave Life Sciences	Follow-on	$350M	Closed	Jefferies; Leerink; BofA
Vera Therapeutics	Follow-on	$261M	Closed	J.P. Morgan; Goldman Sachs
SanegeneBio	Series B	$110M+	Closed	Eli Lilly strategic
Sidera Bio	Series A	$109M	Closed	Novo Holdings; Forbion
D3 Bio	Series B	$108M	Closed	IDG Capital
Syneron Bio	Series A/A+	~$100M	Closed	AstraZeneca

Market Outlook

The December 8-13, 2025 window demonstrated robust capital formation across biotech despite year-end timing. The obesity and cardiometabolic space dominated deal flow—Pfizer's YaoPharma licensing, Zealand's OTR collaboration, Sidera Bio's record Danish Series A, and Wave Life Sciences' blockbuster follow-on all targeting weight-loss mechanisms. Corporate venture arms (Eli Lilly, AstraZeneca, Pfizer) showed aggressive deployment into China-based biotechs with innovative platforms.

M&A reflected strategic portfolio optimization (Teleflex's dual divestiture) and rare disease consolidation (Mirum/Bluejay). The distressed market saw Cycle Pharmaceuticals opportunistically acquiring Applied Therapeutics at a 60% discount, while Apple Tree Partners' Chapter 11 filing highlighted LP-GP friction risks in the venture ecosystem.

For royalty market observers, Ligand's $1 billion deployable capital and 23% CAGR guidance signal continued appetite for royalty-based investments at a time when 39% of smaller biotechs hold less than one year of cash runway. The convergence of capital constraints, evolving deal structures, and strategic deployment capabilities points toward sustained demand for non-dilutive financing—a market whose transformation remains far from complete.