San Diego – January 2, 2023 – Cooley advised MannKind, a company focusing on the development and commercialization of innovative therapeutic products and devices to address serious unmet medical needs for those living with endocrine and orphan lung diseases, on the sale of a 1% royalty in net sales of Tyvaso DPI (treprostinil) inhalation powder to Sagard Healthcare for up to $200 million. Partner Matt Browne led the Cooley team advising MannKind.
Pursuant to a license agreement with United Therapeutics, MannKind is entitled to a 10% royalty on net sales of Tyvaso DPI, subject to certain reductions. Under the terms of the new Sagard royalty purchase agreement, Sagard will receive royalty payments equal to 1% of the net sales of Tyvaso DPI that occur between October 1, 2023, and December 31, 2042, with MannKind retaining a 9% royalty. MannKind received a $150 million purchase payment for the 1% royalty, and the company is entitled to receive a milestone payment of $50 million if the trailing 12-month net sales of Tyvaso DPI equal or exceed $1.9 billion by December 31, 2026; or $45 million if trailing 12-month net sales of Tyvaso DPI equal or exceed $2.3 billion by September 30, 2027, if the preceding milestone is not achieved. If neither sales milestone is achieved, then MannKind will not receive a milestone payment, and Sagard will not be entitled to any portion of the royalties payable to MannKind in respect of net sales of Tyvaso DPI that exceed $3.5 billion in any calendar year.
Cooley previously advised MannKind on its $200 million convertible notes offering in March 2021.
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