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Inhibrx to Sell Assets to Sanofi in Deal Valued at up to $2.2 Billion, Spin Off Drug Discovery Pipeline

Paul, Weiss is advising San Diego-based clinical-stage biopharmaceutical company Inhibrx, Inc. in a complex transaction under which Sanofi subsidiary Aventis Inc. will acquire the assets and liabilities associated with Inhibrx’s INBRX-101 therapy, 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.

The firm is also advising Inhibrx in the related spin-off transaction in which all Inhibrx’s assets and liabilities not associated with INBRX-101, including its rare disease treatment pipeline and its corporate infrastructure, will be spun out into a new publicly traded company, Inhibrx Biosciences, Inc.

Under the terms of the transaction agreements, Sanofi will acquire all outstanding shares of Inhibrx through a merger, and each Inhibrx shareholder will receive $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 will assume and retire Inhibrx's outstanding third-party debt, contribute $200 million in cash and retain an 8% equity interest in the new public company.

Sanofi and Inhibrx expect the transaction to close in the second quarter of 2024, subject to customary closing conditions.

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

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