ARVINAS, INC. 8-K

What Happened

• On May 11, 2026 Arvinas, its subsidiaries (Arvinas Operations, Inc. and Arvinas Estrogen Receptor, Inc.) and Pfizer entered a license agreement with Rigel Pharmaceuticals giving Rigel exclusive global development, manufacturing and commercialization rights for VEPPANU™ (vepdegestrant), an FDA‑approved oral PROTAC estrogen receptor degrader for certain ER+, HER2‑, ESR1‑mutated advanced/metastatic breast cancers.
• Rigel will lead the U.S. launch and commercialization, hold global rights with the ability to sublicense outside the U.S., and will contribute up to $40.0 million toward ongoing development activities. Closing is subject to customary conditions, including expiration/termination of the Hart‑Scott‑Rodino waiting period.

Key Details

• Upfront payment: $70.0 million from Rigel (paid to Arvinas and Pfizer in aggregate and distributed evenly).
• Near‑term payment: $15.0 million upon completion of select development and manufacturing transition activities.
• Contingent/ Milestones & Royalties: up to $320.0 million of development, regulatory and commercial milestone payments plus tiered royalties in the mid‑teens to mid‑20s on worldwide net sales (subject to reductions per the agreement).
• Other: Milestones/royalties replace any unearned future amounts previously owed by Pfizer under the July 21, 2021 collaboration agreement.

Why It Matters

• The deal provides Arvinas with immediate cash ($70M upfront) and near‑term funding potential, plus significant upside through milestones and royalties while shifting U.S. commercialization responsibility to Rigel.
• It monetizes VEPPANU’s commercial rights outside of direct Arvinas/Pfizer commercialization, reduces Arvinas’ direct launch risk and creates a clear revenue path tied to Rigel’s execution and future sales.
• Investors should note the transaction is not final until closing conditions (including HSR review) are satisfied and future payments depend on development, regulatory and commercial outcomes.