Dentons advises Biocodex on a strategic licensing agreement with THX Pharma

Paris-Dentons advised Biocodex on the negotiation and implementation of a strategic licensing agreement with THX Pharma (Theranexus), a biopharmaceutical company specialising in the treatment of rare neurological diseases, listed on Euronext Growth Paris.

The agreement provides for two exclusive licences for Biocodex - one with global scope, the other covering the United States and Canada - to support the development of therapeutic programmes in three rare diseases with high unmet medical needs (Batten/CLN3, Gaucher, Niemann-Pick type C). The financial consideration for THX Pharma can reach €173M, comprising €12M in upfront payment and up to €161M in contingent payments tied to development and commercialisation milestones, supplemented by double-digit tiered royalties on net sales.

In the context of a highly operational and value-driven collaboration, the contractual architecture notably includes: (i) a clear definition of territorial exclusivity, (ii) governance of the collaboration and key decision-making processes, (iii) financial mechanisms (upfront, milestones, royalties) aligned with key stages, and (iv) clarification of responsibilities between the parties across development, scientific and financial support, compassionate access, market access and commercialisation in the covered territories.

Nicolas Coudurier, Chief Executive Officer of Biocodex, states: "By partnering with THX Pharma, Biocodex is fully aligned with its innovation strategy dedicated to rare diseases with high unmet medical needs. Building on the experience gained with Diacomit® in Dravet syndrome, we were convinced by THX Pharma's scientific expertise and the strong alignment with our values of innovation in the service of health. We are also pleased to continue this commitment alongside dedicated research organizations, such as Beyond Batten Disease Foundation, in the interest of patients and their families.""

Julien Le Guyader, Partner and Co-head of the Paris Life Sciences team at Dentons, adds: "Licensing transactions in the Life Sciences sector require a highly structured approach, including securing the chain of title, carefully designing exclusivity and governance frameworks, and aligning value mechanisms with both development and commercialisation milestones. We were delighted to support Biocodex on this strategic agreement, which represents a key step in strengthening its portfolio and advancing its innovation strategy."

Biocodex was advised by the multidisciplinary team from Dentons' Paris office, led by Julien Le Guyader (Partner and Co-head of the Paris Life Sciences team), with Loïc Lemercier (Partner, Intellectual Property), Tom Blanchet (Counsel, Intellectual Property), Claire Picard (Counsel, Life Sciences), Jessica Garestier (Counsel, Life Sciences) and Laura Jouen (Life Sciences).

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