Sidley represented Nurix Therapeutics, a biotechnology company, in its global strategic collaboration deal with Gilead Sciences (Nasdaq: GILD) to discover, develop and commercialize a pipeline of innovative targeted protein degradation drugs for patients with cancer and other challenging diseases.
Under the multi-year collaboration, Nurix will utilize its proprietary drug discovery platform to identify novel agents that utilize E3 ligases to induce degradation of specified drug targets and Gilead will have an option to license drug candidates directed to up to five targets resulting from the work. Nurix will retain the option to co-develop and co-detail up to two programs in the United States. The collaboration excludes Nurix’s lead degradation program, for which Nurix retains all rights.
Under the terms of the agreement, Nurix will receive an upfront payment of $45 million and will be eligible to receive up to approximately $2.3 billion in total additional payments based on the successful completion of certain research, pre-clinical, clinical, regulatory and commercialization milestones as well as up to low double-digit tiered royalties on net sales. For those programs that Nurix opts in to co-develop and co-detail, the parties will split development costs as well as profits and losses 50/50 for the United States, and Nurix will be eligible to receive royalties on ex-U.S. sales and reduced milestone payments.
The Sidley team consisted of Technology and IP Transactions lawyers Tom Duley (partner, San Francisco), Stephen Abreu (counsel, San Francisco) and Feola Odeyemi (associate, Washington, D.C.); and Tax Partner Daniel Altman (New York).