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Roivant Sciences(ROIV) - 2025 Q4 - Annual Report

Financial Transactions - Roivant completed the sale of Dermavant to Organon for up to approximately 1.2billion,includinganupfrontpaymentof1.2 billion, including an upfront payment of 175 million and a 75millionmilestonepaymentforFDAapprovalofVTAMA[36].Roivantrepurchasedatotalof128millioncommonsharesfor75 million milestone payment for FDA approval of VTAMA[36]. - Roivant repurchased a total of 128 million common shares for 1.3 billion, reducing common shares outstanding by 14% from March 31, 2024[36]. - Roivant received cash consideration of 183.6millionfromtheDermavantTransaction,withanadditional183.6 million from the Dermavant Transaction, with an additional 75.0 million expected upon FDA approval of VTAMA for atopic dermatitis[54]. - Roivant is entitled to milestone payments of up to 950millionbasedontierednetsalesofVTAMA,withroyaltiesrangingfromlowtomidsingledigitpercentagesforsalesupto950 million based on tiered net sales of VTAMA, with royalties ranging from low-to-mid single digit percentages for sales up to 1 billion and 30% for sales above 1billion[54].PriovantpaidPfizer1 billion[54]. - Priovant paid Pfizer 10 million for a license agreement to develop and commercialize brepocitinib and TYK2 compounds[127]. - Priovant is obligated to pay Pfizer a mid tens-of-millions sales milestone payment if net sales exceed a mid hundreds-of-millions amount[128]. - Pulmovant made an initial payment of approximately 14milliontoBayerunderalicenseagreement,withpotentialtotalpaymentsofupto14 million to Bayer under a license agreement, with potential total payments of up to 280 million based on milestones[140]. Clinical Development and Pipeline - Brepocitinib showed potential best-in-indication results in the Phase 2 NEPTUNE study for non-infectious uveitis, with a treatment failure rate of only 35% at 12 months for the 45 mg dose arm[36]. - Batoclimab met its primary endpoint in the Phase 3 study for myasthenia gravis, achieving a 5.6 point mean improvement and a 93% MG-ADL Response Rate[40]. - Six INDs cleared for IMVT-1402, with studies initiated in five indications, including potentially registrational trials in Graves' disease and myasthenia gravis[40]. - Mosliciguat demonstrated up to approximately 38% reductions in pulmonary vascular resistance in the Phase 1b ATMOS study, with a Phase 2 study initiated for PH-ILD[40]. - Brepocitinib has shown statistically significant efficacy in multiple Phase 2 studies, including a 49.18% placebo-adjusted improvement in the SALT score for alopecia areata[61]. - The ongoing Phase 3 study of brepocitinib in dermatomyositis has enrolled 241 subjects, with topline data expected in the second half of 2025[69]. - The Phase 3 program for non-infectious uveitis has been initiated, with topline data anticipated in the first half of 2027[69]. - The company plans to initiate a potentially registrational trial for IMVT-1402 in Sjögren's disease (SjD) and a second trial in Graves' disease in the summer of 2025[97]. - The company has ongoing trials for IMVT-1402, with topline data expected in 2026 for several indications, including rheumatoid arthritis and myasthenia gravis[74]. Market and Patient Needs - The estimated prevalence of Graves' disease (GD) patients in the U.S. is approximately 880,000, with around 330,000 patients having relapsed on antithyroid drugs (ATDs) and opting not to pursue ablation[76]. - Myasthenia Gravis (MG) has an estimated prevalence of 59,000 to 116,000 cases in the U.S., with 35% of patients not well-controlled on current standard care, representing about 20,000 to 35,000 patients with significant unmet medical needs[77]. - The estimated prevalence of Chronic Cutaneous Lupus Erythematosus (CCLE) and Subacute Cutaneous Lupus Erythematosus (SCLE) is approximately 153,000 in the U.S., with about 50% of patients not adequately responding to first-line therapies, representing around 75,000 patients with significant unmet medical needs[81]. - The estimated prevalence of Chronic Inflammatory Demyelinating Polyneuropathy (CIDP) is approximately 58,000 patients in the U.S., with around 30% inadequately controlled on treatment, representing about 16,000 patients with significant unmet medical needs[79]. - The estimated prevalence of severe Rheumatoid Arthritis (RA) in the U.S. is approximately 490,000, with about 15% being autoantibody positive and inadequately responding to prior treatments, representing around 70,000 patients with significant unmet medical needs[86]. - PH-ILD is estimated to affect up to 200,000 patients in the U.S. and E.U., with a significant unmet need for new drugs[113]. Regulatory and Compliance - The FDA regulates drug approvals under the FDCA and PHSA, requiring substantial time and financial resources for compliance[164]. - The NDA or BLA process requires extensive preclinical and clinical testing, with no guarantee of timely approval[165]. - Clinical trials are conducted in three phases, with Phase 3 trials designed to demonstrate product effectiveness and safety[171]. - The FDA targets ten months for the initial review of a new molecular entity NDA or original BLA, and six months for priority review applications[179]. - The FDA may issue a Complete Response Letter detailing deficiencies in an NDA or BLA, which may require additional clinical data or trials[181]. - Orphan drug designation is granted for products intended to treat rare diseases affecting fewer than 200,000 individuals in the U.S.[182]. - The FDA's fast-track program allows rolling review of sections of an NDA or BLA for products addressing serious conditions[186]. - Priority review reduces the FDA's target action date to six months for new molecular entity NDAs or original BLAs[187]. - Accelerated approval may be granted if a product shows meaningful advantages over existing therapies and meets specific criteria[188]. - Breakthrough therapy designation expedites development and review for products showing substantial improvement over existing therapies[189]. - The FDA requires manufacturers to comply with cGMP regulations for the production of clinical quantities of product candidates, which includes quality control and assurance measures[196]. - The FDA may impose restrictions on marketing or manufacturing, including suspension or withdrawal of product approval, if compliance with regulatory standards is not maintained[201]. Intellectual Property and Licensing - Genevant has over 550 issued patents and pending applications worldwide, focusing on nucleic acid delivery technologies[121]. - Genevant's LNP technology is included in the first FDA-approved systemic RNA-LNP product, Alnylam's Onpattro[129]. - Genevant has licensed rights to six patent families for brepocitinib, including at least 176 issued patents and 62 pending applications, expected to expire as early as 2035[148]. - ISG's in-licensed patent portfolio includes a patent family covering batoclimab with pending applications and issued patents in multiple countries, potentially expiring in 2035[149]. - ISG jointly owns rights to a patent family covering IMVT-1402, with a U.S. patent issued on March 12, 2024, potentially expiring in 2043[152]. - Pulmovant, Inc. holds exclusive rights to five patent families for mosliciguat, with 84 issued patents and 70 pending applications, expected to expire between 2033 and 2042[159]. - Genevant has licensed 28 patent families containing 463 issued patents and 108 pending applications, expected to expire between June 2025 and 2041[161]. Legislative and Market Environment - The ACA increased pharmaceutical manufacturers' rebate liability by raising the minimum basic Medicaid rebate on most branded prescription drugs to 23.1% of average manufacturer price (AMP)[217]. - The Inflation Reduction Act (IRA) includes a drug price negotiation program for certain high-spend Medicare drugs, capping prices by a "maximum fair price"[222]. - The IRA imposes new manufacturer rebate obligations on certain drugs whose prices increase faster than inflation, potentially increasing government discount and rebate liabilities[222]. - The ACA established a new Patient-Centered Outcomes Research Institute to conduct comparative clinical effectiveness research, which may affect the market for certain pharmaceutical products[221]. - The Medicare sequester reductions under the Budget Control Act could trigger up to a 4% reduction in Medicare payments starting January 2025 if certain conditions are met[220]. - The American Rescue Plan Act of 2021 eliminated the Medicaid unit rebate AMP cap effective January 1, 2024, which could significantly impact Medicaid rebate liability for future products[220]. - The federal Physician Payments Sunshine Act requires manufacturers to report certain payments or transfers of value made to healthcare professionals, with extended obligations effective January 1, 2022[212]. - The company is subject to increasing scrutiny from federal and state enforcement bodies regarding compliance with healthcare laws, which could lead to significant penalties[215]. - Legislative changes and regulatory challenges to the ACA and other healthcare laws may continue to exert pressure on pharmaceutical pricing and profitability[218].