Ropes & Gray advised AbbVie in the negotiation of two collaboration and option agreements with Umoja Biopharma, under which AbbVie will obtain rights to certain products embodying Umoja’s gene delivery platform, which enables the in vitro production of anti-cancer CAR-T cells. This technology has the potential to eliminate a number of challenges associated with traditional CAR-T approaches including reliance on gathering a patient’s own or donor cells which are modified externally before being delivered back to the patient, the associated time lag and manufacturing challenges of ex vivo cell modification, and the need for patient’s lymphodepletion. The transactions were announced on January 4, 2024.

The first agreement provides AbbVie an exclusive option to license Umoja’s CD19 directed in-situ generated CAR-T cell therapy candidates, including UB-VV111, Umoja’s lead clinical program for hematologic malignancies currently at the IND-enabling phase. Under the terms of the second agreement, AbbVie and Umoja will develop up to four additional in-situ generated CAR-T cell therapy candidates for discovery targets selected by AbbVie.

Under the terms of the two agreements, Umoja received upfront payments and an equity investment from AbbVie. Additionally, for the two agreements combined, Umoja may be eligible to receive up to $1.44 billion in aggregate for option exercise fees, development and regulatory milestones, with the potential for Umoja to earn additional sales-based milestones and tiered royalties on worldwide net sales.

The Ropes & Gray team was led by life sciences licensing partner Abigail Gregor and life sciences licensing associates Evan Tallmadge and Kevin Tang and Jenny Zhang, and included emerging companies and venture capital partner Brad Flint and emerging companies and venture capital associate Joe Muller.