When AstraZeneca’s Alexion picked up rare disease specialist Syntimmune in 2018 for $400 million, the latter’s FcRn inhibitor dubbed SYNT001 was the crown jewel of the deal. After Alexion scrapped its planned development of the candidate, Syntimmune shareholders struck back in breach of contract litigation that has now awarded the shareholders $130 million.
A Delaware judge sided with the plaintiffs, who were at the time of the merger in line for milestone-dependent payouts of up to $800 million. The specific milestone at issue in the lawsuit is a $130 million payment to be delivered after the completion of a successful phase 1 study, which Alexion was to use “commercially reasonable” efforts to meet.
At the time of the merger, the candidate was in phase 1b/2a studies for patients with warm autoimmune hemolytic anemia and pemphigus vulgaris or pemphigus foliaceus. Around 2020, things began to go south, with contaminated trial drug supply pausing two ongoing phase 1 studies and COVID pandemic-related delays.
By the time AZ scooped up Alexion for $39 billion in 2021, the company’s “tone” on the program (now renamed ALXN1830) changed, Morgan Zurn, a judge at the Delaware chancery court, explained in the court’s 140-page verdict (PDF). Development was officially scrapped in December of 2021, which the company attributed to preliminary data that called the drug’s safety and commercial viability into question.
Syntimmune’s shareholders filed its initial suit in 2020, just days after AZ announced its Alexion acquisition. After a recent seven-day trial, the court awarded the plaintiffs the $130 million in damages claimed from the first milestone payment, which the shareholders argued was met but not paid. Zurn further agreed that Alexion breached the merger agreement by ending the development program in December 2021, a claim that will be addressed in a later opinion.
“I conclude termination of ALXN1830 fell short of the typical efforts a hypothetical company similarly situated to Alexion would have devoted to the program,” Zurn wrote in the verdict. As for the ‘why’, the judge found that the evidence supports the notion that the decision was “influenced, motivated by or driven by AstraZeneca’s pursuit of merger synergies,” she wrote in the verdict.
AZ did not immediately respond to Fierce Pharma’s request for comment.
The British pharma’s Alexion takeover, which was the biggest biopharma deal of 2020, put it on a fast track to meet CEO Pascal Soriot’s goal of reaching $40 billion in sales by 2023. That mission was achieved with $45.8 billion in revenue that year, thanks in part to Alexion’s autoimmune blockbusters Soliris and Ultomiris.
Next year, AZ will have to grapple with U.S. biosimilar competition to Soliris with Amgen’s recent FDA approval of its biosimilar copy. That version is cleared to launch no later than March 1 and has already rolled out in Europe.