Inhibrx Completes Sale of Assets to Sanofi in Deal Valued at up to $2.2 Billion, Spins off Drug Discovery Pipeline

Paul, Weiss advised San Diego-based clinical-stage biopharmaceutical company Inhibrx, Inc. in the sale of SAR447537, formerly INBRX-101, to Sanofi subsidiary Aventis Inc. SAR447537 is a drug in development to treat patients with alpha-1 antitrypsin deficiency, a rare genetic disorder that raises a patient’s risk of developing lung diseases and other illnesses.

Prior to the closing of the acquisition, Inhibrx completed the spin-off of all of Inhibrx’s assets and liabilities not associated with INBRX-101, including its rare disease treatment pipeline and its corporate infrastructure, into a new publicly traded company, Inhibrx Biosciences, Inc.

Under the terms of the transaction agreements, Sanofi acquired all outstanding shares of Inhibrx through a merger, and each Inhibrx shareholder received $30.00 per share in cash, one contingent value right per share pegged to the achievement of a regulatory milestone, and one SEC-registered, publicly listed share of the new publicly traded company for every four shares of Inhibrx common stock held. In addition, Sanofi assumed and retired Inhibrx's outstanding third-party debt, contributed $200 million in cash and retained an 8% equity interest in the new public company.

The team was led by corporate partners Benjamin Goodchild and Krishna Veeraraghavan and included partners Brian Janson, Christodoulos Kaoutzanis and Suhan Shim and counsel Patricia Vaz de Almeida, Todd Hahn and Frances Mi; intellectual property & technology transactions partner Jonathan Ashtor; executive compensation partner Andrea Wahlquist Brown and counsel Bruce Goldberger, Meghan Fox and Reuven Falik; tax partner Brian Krause; litigation partners Geoffrey Chepiga, Andre Bouchard and Crystal Parker and counsel Daniel Juceam, Steven Herzog and Robert O'Loughlin; and antitrust partner Scott Sher.