The Weekly Term Sheet (52)

The final full week of 2025 delivered over $10.5 billion in biotech and pharma transactions despite the holiday lull. Four M&A deals totaling $5.83 billion anchored the period—Shionogi's $2.5 billion rare disease expansion for RADICAVA, Sanofi's $2.2 billion vaccine play for Dynavax, Solventum's $850 million wound care acquisition, and Samsung Biologics' $280 million US manufacturing entry—while licensing deals from China continued to flow westward at aggressive valuations. Creative financing structures dominated the capital markets, with royalty monetization and debt-equity hybrids replacing traditional venture rounds.

Mergers & Acquisitions

Four significant M&A transactions closed or were announced during the week, totaling approximately $5.83 billion in aggregate value.

Sanofi Acquires Dynavax for $2.2 Billion

Sanofi is paying $15.50 per share in an all-cash tender offer for Dynavax, representing a 39% premium over the December 23 closing price and 46% above the three-month volume-weighted average. The deal brings two assets into Sanofi's vaccine portfolio: HEPLISAV-B, a marketed adult hepatitis B vaccine with differentiated CpG 1018 adjuvant technology, and Z-1018, a Phase 1/2 shingles vaccine candidate that could eventually compete with GSK's Shingrix.

The strategic logic centers on Sanofi's need to diversify beyond Dupixent dependency. HEPLISAV-B generated approximately $250 million in 2024 revenue and has been gaining share in the adult hepatitis B market due to its two-dose regimen versus the three-dose standard. The CpG 1018 adjuvant platform has broader applications—it was used in Dynavax's COVID-19 vaccine partnerships and could enhance other Sanofi vaccine candidates.

Shionogi Pays $2.5 Billion for RADICAVA Rights

In a deal that flew under the radar during the holiday week, Shionogi agreed to acquire 100% of a newly established company holding global rights to RADICAVA (edaravone) from Tanabe Pharma. The transaction includes a $2.5 billion lump-sum payment plus ongoing royalties on future sales.

RADICAVA is one of only two FDA-approved treatments for amyotrophic lateral sclerosis (ALS), alongside Amylyx's Relyvrio. The oral formulation, RADICAVA ORS, simplifies administration compared to the original IV version and has been growing steadily. Mitsubishi Tanabe had been commercializing the drug in the US through its subsidiary.

For Shionogi, this represents a strategic pivot into rare disease and a platform for building US commercial infrastructure. The company has historically focused on infectious disease and CNS but lacked significant US commercial presence. RADICAVA provides immediate revenue and an established rare disease franchise to build upon.

Samsung Biologics Enters US Manufacturing with $280 Million GSK Acquisition

Samsung Biologics is acquiring Human Genome Sciences, a GSK subsidiary, along with its Rockville, Maryland biologics manufacturing facility. The $280 million transaction gives Samsung its first US production site and adds 60,000 liters of combined bioreactor capacity across two cGMP plants.

The facility currently manufactures Benlysta (belimumab) for lupus, one of GSK's key specialty products. More than 500 employees will transfer to Samsung Biologics America upon closing. The deal increases Samsung's global manufacturing capacity to 845,000 liters, cementing its position as the world's largest contract biologics manufacturer.

GSK's rationale appears straightforward: the company has been rationalizing its manufacturing footprint following the consumer healthcare spinoff and can contract with Samsung for Benlysta production without owning the facility outright.

Solventum Closes Acera Surgical Acquisition for Up to $850 Million

Solventum completed its acquisition of Acera Surgical on December 23, paying $725 million upfront with an additional $125 million tied to commercial milestones. This marks the first strategic acquisition for Solventum since its April 2024 spinoff from 3M.

Acera's lead product is Restrata, a synthetic tissue matrix scaffold used in regenerative surgical wound care. The company's electrospinning platform produces a proprietary biomaterial that mimics the structure of human extracellular matrix, promoting tissue regeneration in complex wounds. Acera generated approximately $90 million in 2025 revenue.

The deal fits Solventum's strategy of building out its MedSurg portfolio with differentiated wound care technologies. Acera's products complement Solventum's existing advanced wound care offerings and add a regenerative medicine component that commands premium pricing.

Licensing & Collaboration Deals

Licensing activity remained robust despite the holidays, with four significant deals announced during the week representing over $4.5 billion in aggregate potential value.

AstraZeneca Pays $100 Million Upfront for Jacobio's Pan-KRAS Inhibitor

AstraZeneca licensed JAB-23E73, a first-in-class oral pan-KRAS inhibitor, from Jacobio Pharma in a deal worth up to $2.015 billion. The $100 million upfront payment is accompanied by $1.915 billion in development and commercial milestones plus tiered royalties on ex-China sales.

JAB-23E73 is currently in Phase 1 trials and targets multiple KRAS mutations—including G12C, G12D, G12V, and others—through a differentiated mechanism that inhibits both active and inactive KRAS conformations. This broad-spectrum approach could address a larger patient population than existing KRAS G12C-specific inhibitors like Amgen's Lumakras and Mirati's (now BMS's) Krazati.

AstraZeneca gains exclusive rights outside China, where Jacobio will retain co-development and commercialization rights. The deal structure follows the increasingly common China-excluded licensing model that has defined cross-border pharma transactions in recent years.

Ipsen Continues ADC Push with $1.06 Billion Simcere Deal

Ipsen licensed SIM0613, a preclinical antibody-drug conjugate targeting LRRC15, from Simcere Zaiming in a deal valued at up to $1.06 billion. The upfront payment is $45 million according to Simcere's exchange filings, with the balance comprising development, regulatory, and commercial milestones plus tiered royalties.

LRRC15 is a tumor-associated protein expressed in the stroma of multiple solid tumors but largely absent from normal tissues, making it an attractive ADC target. SIM0613 uses Simcere's proprietary ADC platform and is expected to enter first-in-human trials in the second half of 2026.

This is Ipsen's second major ADC licensing deal in recent months, following its acquisition of rights to a Claudin-6 ADC from Aelix Therapeutics. The French company has been aggressively building an oncology pipeline beyond its legacy products like Somatuline and Cabometyx, with ADCs representing a core strategic pillar.

Windward Bio Licenses TSLP/IL-13 Bispecific from Qyuns for $700 Million

Novo Holdings-backed Windward Bio licensed WIN027 (formerly QX027N), a bispecific antibody targeting both TSLP and IL-13, from China's Qyuns Therapeutics. The deal is valued at up to $700 million including an equity investment in Qyuns, upfront cash, and development milestones.

WIN027 is a long-acting IgG1 bispecific designed for monthly or less frequent dosing in asthma, COPD, and atopic dermatitis. The dual targeting approach aims to address the upstream inflammatory cascade (TSLP) while also blocking a key downstream effector cytokine (IL-13). The asset is currently in Phase 1 trials.

Windward receives exclusive rights outside Greater China. This is the company's second major in-licensing deal of 2025, following a $970 million biobucks agreement for WIN378 earlier in the year. Windward was formed by Novo Holdings specifically to aggregate respiratory and immunology assets.

Boehringer Ingelheim Partners with Rectify Pharma on CKD Target

Boehringer Ingelheim entered a collaboration with Rectify Pharma to develop small-molecule positive functional modulators of ABCC6 for chronic kidney disease. The deal is valued at up to $448 million including preclinical, clinical, regulatory, and commercial milestones plus tiered royalties. The upfront payment was not disclosed.

ABCC6 is a transporter protein that, when deficient, causes ectopic calcification—the pathological deposition of calcium in soft tissues. Rectify's approach aims to enhance ABCC6 function to prevent or reverse vascular calcification in CKD patients, a major contributor to cardiovascular mortality in this population. The company's programs also target pseudoxanthoma elasticum (PXE), a rare genetic disease caused by ABCC6 mutations.

The preclinical-stage deal reflects Boehringer's willingness to pay for novel approaches to cardio-renal disease. The company has been building a significant cardiometabolic franchise and views vascular calcification as an underexplored mechanism.

Gilead Exercises Option on Assembly's Herpes Assets

Gilead Sciences exercised its option to license ABI-1179 and ABI-5366, helicase-primase inhibitors for recurrent genital herpes, from Assembly Biosciences. The $35 million upfront payment (net of a prior $10 million advance) triggers up to $330 million in regulatory and sales milestones plus tiered royalties, for a total deal value of approximately $365 million.

The option exercise stems from a 2023 umbrella collaboration in which Gilead paid $100 million for rights to opt into multiple Assembly programs. Critically, Assembly retains the right to co-fund US development for a 40% profit share in lieu of milestones—a structure that could significantly enhance economics if the drugs succeed.

Both candidates are in Phase 1b trials with positive interim data showing viral suppression. If approved, these would be the first new mechanism for HSV treatment in approximately 25 years, competing against generic acyclovir and valacyclovir. The helicase-primase mechanism offers potential advantages in resistant viral strains.

Venture Financings & Royalty-Based Funding

Traditional venture capital activity was minimal during the holiday week, but several companies announced creative financing structures that reflect the ongoing evolution of biotech funding mechanisms.

SanegeneBio Raises $110 Million Series B with Lilly Strategic Investment

Boston-based SanegeneBio completed a Series B financing exceeding $110 million, anchored by a strategic investment from Eli Lilly. The syndicate includes Sino Biopharm, Legend Capital, Vivo Capital, WuXi Venture, and returning investors Qiming Venture Partners and 3H Health Investment.

SanegeneBio is developing RNAi-based gene therapies using its proprietary LEAD (Lipid-Enabled And Directed) delivery platform. The technology enables tissue-specific delivery of siRNA and other oligonucleotides beyond the liver—a significant advancement given that most current RNAi therapies are limited to hepatic targets. The company's pipeline spans autoimmune, cardiovascular, and metabolic indications.

Lilly's participation is notable given its recent aggressive expansion into genetic medicines. The pharma giant has been building capabilities across gene therapy, gene editing, and RNAi through both internal R&D and external partnerships.

Vyriad Closes $85 Million Series B for In Vivo CAR-T

Rochester, Minnesota-based Vyriad closed the final $25 million tranche of its Series B financing, bringing the total round to $85 million. The final close was led by the family office of Harry Stine, founder of Stine Seed Company and a long-term Vyriad backer.

The funds will support the imminent Phase 1 trial of VV169, an in vivo CAR-T therapy for multiple myeloma. Unlike traditional CAR-T products that require harvesting patient cells, engineering them ex vivo, and reinfusing them, Vyriad's approach uses lentiviral vectors to transduce T cells directly in the patient's body. This could dramatically reduce manufacturing complexity, cost, and time-to-treatment.

Vyriad emerged from Mayo Clinic and has been developing its oncolytic virus and viral vector platforms for over a decade. The company's approach to in vivo CAR-T leverages its expertise in viral vector design and immunology.

Vaccinex Secures $60 Million Royalty Financing for Alzheimer's Trial

Vaccinex announced a $60 million financing to fund an expanded Phase 2b trial of pepinemab in Alzheimer's disease. The funding comes from Pepinemab Development Venture LP, an entity formed by FCMI Parent and chaired by Albert Friedberg, Vaccinex's board chairman.

The structure is essentially a royalty monetization: in exchange for the $60 million, PDV will receive 50% of any future licensing or partnering proceeds from pepinemab in neurological indications and 25% of proceeds from non-neurological uses. Vaccinex retains full ownership of the asset and control over development decisions.

Pepinemab is an anti-SEMA4D antibody designed to modulate neuroinflammation and promote remyelination. Previous trials showed signals of cognitive benefit in early Alzheimer's patients. The financing allows Vaccinex to expand the trial without dilutive equity financing at current depressed valuations—a strategy increasingly popular among public biotech companies.

Trinity Biotech Restructures Debt with Perceptive Advisors

Irish diagnostics company Trinity Biotech announced amendments to its credit facility with Perceptive Advisors that include $5 million in new funding, extension of debt maturity to January 2027, and an option for Perceptive to convert up to $60 million of existing debt into equity.

The conversion option is exercisable at Perceptive's election at the greater of 97% of trailing VWAP or a $1.03 floor price, subject to a 9.9% beneficial ownership cap. Additionally, certain milestone and earn-out obligations were restructured into equity-settled payments.

This transaction exemplifies the creative debt workouts occurring across biotech as companies face maturity walls and limited refinancing options. For Perceptive, the conversion option provides upside participation if Trinity's diagnostics business recovers, while Trinity gains runway and balance sheet flexibility.

Restructuring & Corporate Development

Windtree Therapeutics Divests Cardiovascular Pipeline

Cash-strapped Windtree Therapeutics sold its entire cardiovascular drug pipeline to newly formed Seismic Pharmaceutical Holdings in a transaction structured almost entirely on contingent payments. Windtree transferred multiple Phase 2 cardiopulmonary programs (targeting acute heart failure, cardiogenic shock, and pulmonary hypertension) plus a preclinical heart failure candidate.

No upfront cash changed hands. Instead, Windtree will receive 20% of any future proceeds that Seismic earns from these assets, plus a one-time $700,000 payment contingent on Seismic raising at least $10 million in development financing. The structure removes R&D funding obligations from Windtree while preserving upside if Seismic successfully advances the programs.

Post-divestiture, Windtree's pipeline consists of a single preclinical oncology program. The company has pivoted away from traditional biotech operations, having explored real estate and non-biotech acquisitions earlier in 2025 to generate revenue.

IPO Activity

Aktis Oncology Files for $100 Million IPO

Radiopharmaceutical developer Aktis Oncology filed an S-1 registration statement with the SEC on December 19 (publicly disclosed December 22) for a proposed $100 million IPO. The company plans to list on Nasdaq under the ticker "AKTS."

Aktis is developing "miniprotein radioconjugates"—small engineered proteins linked to therapeutic radioisotopes for targeted cancer treatment. The lead program, AKY-1189, targets Nectin-4 in solid tumors including bladder, breast, and lung cancers. The company has an existing partnership with Eli Lilly valued at up to $1.1-1.2 billion.

The S-1 discloses approximately $346 million raised in private financing from a blue-chip syndicate including Eli Lilly, Merck (via MRL Ventures Fund), Novartis, and Bristol-Myers Squibb. Underwriters for the offering are J.P. Morgan, Bank of America Securities, Leerink Partners, and TD Cowen.

The filing represents one of the first biotech IPO registrations in weeks and could signal improving sentiment heading into 2026, though no pricing timeline has been disclosed.

Clinical Setbacks & Legal Developments

XOMA Faces Securities Investigation Following Rezolute Trial Failure

On December 27, 2025, Pomerantz LLP announced a securities fraud investigation into XOMA Royalty Corporation, examining whether the company and certain officers made misleading statements regarding its royalty interest in ersodetug, Rezolute's lead drug candidate for congenital hyperinsulinism.

The investigation follows the December 11 failure of Rezolute's Phase 3 sunRIZE trial. The study missed its primary endpoint, with ersodetug achieving approximately 45% reduction in hypoglycemia events versus a 40% improvement in the placebo arm—a difference that was not statistically significant. The key secondary endpoint measuring time in hypoglycemia via continuous glucose monitoring also failed to reach significance.

XOMA's stock declined 23.5% on December 11, falling from $34.36 to $26.30, and continued drifting to approximately $25.39 by December 19. Rezolute shares collapsed approximately 90% on the news.

XOMA originated ersodetug (formerly XOMA 358) and licensed it exclusively to Rezolute, retaining milestone and royalty rights. The drug is a fully human monoclonal antibody that modulates insulin receptor signaling—a mechanism theoretically effective across genetic subtypes of congenital hyperinsulinism, a rare disease affecting approximately 1 in 25,000-50,000 newborns.

Analysts attributed the trial failure primarily to an unexpectedly high placebo response, with all patients receiving standard-of-care background therapy. Leerink Partners lowered its XOMA price target from $58 to $45 while maintaining an Outperform rating. Benchmark maintained its Buy rating, noting XOMA's diversified portfolio includes over 120 assets with 10 candidates in Phase 3 trials beyond ersodetug.

Multiple law firms including Hagens Berman, Block & Leviton, and Levi & Korsinsky have announced parallel investigations into Rezolute. The Pomerantz investigation into XOMA remains at an investigatory stage and has not resulted in formal litigation as of December 28, 2025.

Week in Context

The final full week of 2025 demonstrated several persistent themes in biotech dealmaking:

China-to-West licensing continues at aggressive valuations. Three of the five major licensing deals involved Chinese licensors (Jacobio, Simcere, Qyuns), with aggregate potential value exceeding $3.7 billion. European and US pharma companies remain eager buyers of Chinese innovation, particularly in oncology, despite ongoing geopolitical tensions and regulatory scrutiny.

Creative financing replaces traditional VC. With public market valuations depressed and private financing scarce, companies increasingly turn to royalty monetization (Vaccinex), debt-equity hybrids (Trinity Biotech), and strategic-led rounds (SanegeneBio) to fund operations. The Vaccinex structure—trading future economics for current cash—will likely see increased adoption in 2026.

Rare disease M&A heats up. Both Sanofi and Shionogi made significant plays to build rare disease/specialty franchises, joining the BioMarin-Amicus deal from the prior week. Acquirers see rare disease assets as offering pricing power, regulatory advantages, and defensible market positions.

ADC and radiopharmaceutical platforms command premium multiples. Ipsen's $1.06 billion deal for a preclinical ADC and Aktis's ability to raise $346 million privately for radiopharmaceuticals reflect continued investor appetite for next-generation targeted therapies.

Royalty model faces clinical risk reality. The XOMA-Rezolute situation illustrates the inherent volatility in royalty-based biotech investing. While XOMA's diversified portfolio of 120+ assets provides some insulation, a single Phase 3 failure eliminated over $220 million in potential milestones and triggered securities investigations. The episode serves as a reminder that royalty aggregators, despite their diversification, remain exposed to binary clinical outcomes.

Disclaimer: I am not a lawyer or financial adviser. Nothing in this article constitutes investment or legal advice. All deal terms are based on publicly available information from company press releases, SEC filings, and credible news sources. Readers should verify terms independently and consult appropriate professionals before making investment decisions.