Apellis Pharmaceuticals receives legal counsel from WilmerHale in deal agreement with Sobi for acquisition
Apellis Pharmaceuticals, Inc., a renowned biopharmaceutical company specialising in life-changing therapies for challenging diseases, has announced a significant agreement with Swedish Orphan Biovitrum AB (Sobi) on July 1, 2025. The agreement, concerning royalties on sales of Apellis' drug Aspaveli® outside the US, is set to provide Apellis with immediate, non-dilutive liquidity of up to $300 million.
The key details of this Royalty Buy-Down Agreement include an upfront payment of $275 million in cash from Sobi, payable within five business days of closing the agreement. There are additional potential payments of up to $25 million, contingent on the European Medicines Agency (EMA) approving Aspaveli® for the treatment of C3 glomerulopathy (C3G) and primary immune complex membranoproliferative glomerulonephritis (IC-MPGN).
In exchange for these payments, Apellis will reduce Sobi’s royalty payment obligations on Aspaveli outside the U.S. by 90%, effective immediately. This reduction applies under their existing collaboration and license agreement from October 2020. The royalty reduction lasts until the cumulative royalties paid under the reduced rate reach 1.45 times the total upfront and milestone payments made by Sobi ($275 million + up to $25 million). After this cap is reached, Sobi’s royalty obligations revert to the original terms.
Aspaveli®, a global biopharmaceutical product, is currently approved for the treatment of paroxysmal nocturnal hemoglobinuria (PNH) in the EU, US, and other countries. It is under regulatory review in the EU and US for treating the rare kidney diseases C3G and IC-MPGN. The EMA’s Committee for Medicinal Products for Human Use (CHMP) opinion is expected by year-end 2025, with the U.S. FDA decision expected by July 28, 2025.
This transaction provides Apellis with a substantial cash boost, strengthening its near-term financial position, while delaying future royalty income from Sobi. The deal preserves long-term upside potential once Sobi recovers its investment through capped royalties.
The WilmerHale team advising Apellis Pharmaceuticals, Inc. in the agreement with Sobi includes Stuart Falber, Steven Barrett, George Shuster, Nathan Moore, Scott Lunin, Mat Trachok, Katherine Patterson, and Michaela Rosen.
This partnership underscores the confidence of both companies in Aspaveli’s potential to address serious rare diseases outside the U.S., while balancing immediate financial needs and long-term royalty income.
In this partnership, Apellis Pharmaceuticals and Swedish Orphan Biovitrum AB agreed on a Royalty Buy-Down Agreement, where Apellis receives an immediate, non-dilutive cash infusion of up to $300 million, with an upfront payment of $275 million for Aspaveli®'s sales royalties outside the US. This agreement also reduces Sobi's royalty payment obligations by 90% on Aspaveli®, effective immediately, providing Apellis with a financial boost while preserving long-term upside potential once Sobi recovers its investment through capped royalties. This deal aligns with the medical-conditions Aspaveli® is treating, such as paroxysmal nocturnal hemoglobinuria (PNH), C3 glomerulopathy (C3G), and primary immune complex membranoproliferative glomerulonephritis (IC-MPGN), as it undergoes regulatory review in the EU and US. Moreover, the financial aspects of this agreement can be categorized under health-and-wellness, business, science, and finance, as it impacts both companies' health-related research, development, and revenue streams.
