Innoviva sells a 15% economic interest in Theravance Respiratory Company to Royalty Pharma for approximately $282 million plus full ownership of existing equity investments and the possibility of a $50 million milestone payment

Innoviva, Inc. (Nasdaq: INVA) (“Innoviva”), a diversified holding company with a royalty portfolio and a growing portfolio of innovative healthcare assets, today announced that the company has entered into an agreement to sell its 15% economic interest in Theravance Respiratory Company LLC (“TRC”), which receives royalties from TRELEGY sales® ELLIPT®, to Royalty Pharma plc (Nasdaq: RPRX) for an initial cash payment of approximately $282 million and a potential milestone payment of $50 million based on sales. Under the terms of the agreement, TRC also transferred to Innoviva all of TRC’s ownership interests and investments in InCarda Therapeutics Inc., ImaginAb, Inc., Gate Neurosciences, Inc. and Nanolive SA. Innoviva retained its royalty rights to ANORO® ELLIPT® and RELVAR®/BREO® ELLIPT®. The sale is expected to close in July 2022.

Theravance Biopharma, Inc. (“Theravance Biopharma”) has entered into a concurrent transaction to sell its 85% economic interest in TRC to Royalty Pharma. As part of the transaction, Innoviva, Theravance Biopharma and GSK executed the customary release of pre-closing conduct claims, including with respect to prior disputes regarding TRC’s investment activity.

“We are very pleased to have entered into this agreement with Royalty Pharma, a market leader in healthcare royalty acquisitions,” said Pavel Raifeld, Chief Executive Officer of Innoviva. Mr. Raifeld added: “This transaction allows us to obtain an attractive valuation for our share of TRELEGY® ELLIPT® economy, improves our cash position at a time of significant market turmoil and demonstrates our continued commitment to spare no effort in our efforts to maximize shareholder value. We look forward to continuing our longstanding collaboration with GSK for RELVAR®/BREO® ELLIPT® and ANORO® ELLIPT®.”

Willkie Farr & Gallagher LLP served as legal counsel and Moelis & Company LLC served as financial advisor to Innoviva. Torreya Partners LLC served as financial advisor to TRC on its investments in InCarda Therapeutics, ImaginAb, Gate Neurosciences and Nanolive.

About Innoviva

Innoviva is a diversified holding company with a portfolio of royalties and other healthcare assets. Innoviva’s royalty portfolio includes respiratory assets in partnership with Glaxo Group Limited (“GSK”), including RELVAR®/BREO® ELLIPT® (fluticasone furoate/vilanterol, “FF/VI”), ANORO® ELLIPT® (umeclidinium bromide/vilanterol, “UMEC/VI”) and, formerly, TRELEGY® ELLIPT® (the FF/UMEC/VI combination). Under the Long-Acting Beta2 Agonist (“LABA”) Collaboration Agreement, Innoviva is entitled to receive royalties from GSK on sales of RELVAR®/BREO® ELLIPT® and ANORO® ELLIPT®.

ANORO®RELVAR®BREO®TRELEGY® and ELLIPTA® are registered trademarks of the GSK group of companies.

Forward-looking statements

This press release contains certain “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995 relating to, among other things, statements relating to goals, plans, objectives and future events. Innoviva intends that these forward-looking statements be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. The words “anticipate”, “expect à”, “goal”, “intention”, “objective”, “opportunity”, “plan”, “potential”, “target” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements involve substantial risks, uncertainties and assumptions. These statements are based on Innoviva’s management’s current estimates and assumptions as of the date of this press release and are subject to known and unknown risks, uncertainties, changes in circumstances, assumptions and other factors that may cause Innoviva’s actual results to differ materially from those reflected in the forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by these forward-looking statements include, among others, risks relating to: anticipated cost savings; lower than expected future royalty income from respiratory products in partnership with GSK; the marketing of RELVAR®/BREO® ELLIPT®ANORO® ELLIPT® and, formerly, TRELEGY® ELLIPT® in jurisdictions where these products have been approved; Innoviva’s strategies, plans and objectives (including Innoviva’s growth strategy and business development initiatives beyond the existing respiratory portfolio); the timing, manner and amount of potential capital returns to shareholders; the status and timing of clinical studies, data analysis and reporting of results; potential benefits and mechanisms of action of product candidates; expectations regarding product candidates throughout development and commercialization; the timing of regulatory approval of product candidates; and projections of income, expenses and other financial items; the impact of the new coronavirus (“COVID-19”). Other risks affecting Innoviva are described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Innoviva’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and quarterly reports on Form 10-Q, which are filed with the Securities and Exchange Commission (“SEC”) and available on the SEC’s website at Past performance is not necessarily indicative of future results. No forward-looking statement can be guaranteed and actual results may differ materially from such statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The information in this press release is provided only as of the date hereof, and Innoviva undertakes no obligation to update its forward-looking statements as a result of new information, future events or otherwise, except as required by law. required.

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