July 14, 2022

Willkie advised Innoviva on the sale of its stake in connection with Royalty Pharma’s acquisition of Theravance Respiratory Company for over $1.3 billion in total value.

On July 13, Willkie client Innoviva, Inc., a diversified holding company with a portfolio of royalties and a growing portfolio of innovative healthcare assets, announced that it entered into an agreement to sell its 15% economic stake in Theravance Respiratory Company LLC (TRC) to Royalty Pharma plc for an upfront cash payment of approximately $282 million and a potential $50 million contingent sales-based milestone payment. The transaction is in conjunction with Theravance Biopharma’s sale of its 85% stake in TRC to Royalty Pharma. Together, the total deal value exceeds more than $1.3 billion in cash up front, as well as up to $300 million in additional potential payments.

Under the terms of the agreement, TRC, which receives royalties stemming from sales of TRELEGY ELLIPTA, also transferred to Innoviva all of its ownership interests and investments in InCarda Therapeutics Inc., ImaginAb, Inc., Gate Neurosciences, Inc. and Nanolive SA.

The transaction is the third transaction that Willkie advised Innoviva on in a three-day span. Willkie also advised Innoviva in its agreement to acquire La Jolla Pharmaceutical Company (Nasdaq: LJPC) and its completed acquisition of Entasis Therapeutics (Nasdaq: ETTX). Willkie previously advised the company on numerous other transactions, including its investment in Armata Pharmaceuticals and its repurchase of an equity stake from GSK for $392 million.

The Willkie team was led by partner Jared Fertman and included partner Russell Leaf and associates Monica Diddell, David Avraham and law clerk David Relihan.