0001125345-26-000032
SEC filingMacroGenics amended its royalty purchase agreement with Sagard Healthcare Partners, receiving a $60 million cash payment and eligibility for up to $20 million in near-term sales milestones.
MacroGenics, Inc. entered into a First Amendment to its existing Royalty Purchase Agreement with an entity affiliated with Sagard Healthcare Partners, originally dated June 9, 2025. The amendment provides immediate non-dilutive capital to the company in the form of a $60.0 million cash payment, increasing the total aggregate purchase price to $130.0 million. This transaction monetizes a portion of the company's royalty rights on global net sales of ZYNYZ (retifanlimab-dlwr), a PD-1 inhibitor licensed to Incyte Corporation.
Under the revised terms, the reversion mechanism for the royalty rights was adjusted. Royalty rights will revert to MacroGenics once Sagard has received aggregate payments equal to 1.70x of the Aggregate Purchase Price by September 30, 2032, or 2.0x at any time thereafter. This structure limits the duration of Sagard's royalty interest while providing MacroGenics with upfront liquidity.
Additionally, the agreement includes potential upside for MacroGenics through a one-time milestone payment of up to $20.0 million, contingent upon ZYNYZ achieving specific calendar year 2026 net sales thresholds. If achieved, this amount is added to the Aggregate Purchase Price, thereby adjusting the royalty payment cap calculation. MacroGenics continues to retain other economic interests related to ZYNYZ, including future development, regulatory, and commercial milestones, preserving potential long-term value from the asset.