Frank Vinluan , 2025-08-08 22:06:00
When BioNTech agreed to acquire rival messenger RNA company CureVac in a $1.25 billion stock deal earlier this summer, some financial analysts said the buyout amounted to an out-of-court settlement of the patent litigation between the two companies. As the acquisition moves closer to completion, BioNTech and CureVac have reached a formal settlement of the patent spat, a deal that brings in the companies’ respective partners, Pfizer and GSK.
In litigation over the past two years, CureVac alleged the BioNTech and Pfizer vaccine for Covid-19 infringed CureVac patents based on its more than two decades of mRNA research. Under terms of the settlement announced Friday, CureVac will grant BioNTech and Pfizer a non-exclusive license to make and sell mRNA-based Covid-19 and influenza products for the U.S. market. This license will expand to a worldwide license when BioNTech’s acquisition of CureVac closes.
Beyond the license, BioNTech will pay GSK $370 million plus a 1% royalty on U.S. sales of licensed products starting from Jan. 1, 2025. GSK said these payments are due to the company under its existing agreement with CureVac. GSK will receive $320 million of the upfront settlement in cash. The rest will be accounted for as a $50 million payment from GSK to CureVac, which CureVac said is for monetizing a portion of the product royalties due under a 2024 license agreement. That deal gave GSK global rights to an avian influenza vaccine candidate stemming from their partnership. GSK also gained all rights to a seasonal influenza vaccine and a Covid-19 vaccine.
After BioNTech’s acquisition of CureVac closes, BioNTech will pay GSK another $130 million and a 1% royalty on rest-of-world sales. BioNTech said Pfizer has agreed to reimburse it for $80 million and half of claimed royalties payable to GSK for sales of mRNA-based Covid-19 products. Closing of the acquisition will also trigger a $370 million payment from BioNTech to CureVac and a 1% royalty on sales. GSK and CureVac will earn royalties from Jan. 1, 2025, onward.
BioNTech and CureVac are each Germany-based companies that began their mRNA research in cancer. The Covid-19 pandemic led both of them to turn their focus to vaccines for the novel coronavirus. Their fortunes diverged from there. While BioNTech and partner Pfizer went on to develop the first successfully authorized and then approved mRNA Covid-19 vaccine, named Comirnaty, CureVac’s efforts fell short in clinical testing. With the Comirnaty revenue, BioNTech has gone on to build a diverse pipeline, including a broad cancer R&D alliance with Bristol Myers Squibb that was unveiled in June.
Meanwhile, CureVac returned to its cancer roots without a partner and with a smaller and less advanced pipeline compared to BioNTech. Even so, CureVac had been at mRNA research for longer than its German counterpart, and its 2022 suit claimed Comirnaty infringed several key CureVac mRNA patents. While CureVac said it did not want to stop production and distribution of the BioNTech and Pfizer vaccine, its suit sought “fair compensation.”
The acquisition agreement announced in June came after key court rulings in Europe upheld the validity of two CureVac patents. Analysts at Leerink Partners noted that BioNTech faced the risk of needing to pay backdated royalties on about $32 billion in Comirnaty sales. The settlement spares BioNTech from much of that financial burden. The parties have also filed paperwork dismissing the patent infringement case in federal court in Virginia. The settlement releases BioNTech and Pfizer from all claims that they infringed the work by CureVac with GSK. That release will apply worldwide following the close of the acquisition.
BioNTech said the settlement does not constitute an admission of liability with respect to any allegations raised by CureVac or GSK, which the company expressly denies. However, GSK said the settlement does not affect its enforcement of its own patents against Pfizer and BioNTech in the U.S. and Europe.
“GSK will continue with its litigation against BioNTech and Pfizer for infringement of GSK’s patents,” the pharmaceutical giant said in a separate announcement.
The acquisition agreement requires shareholders representing at least 80% of CureVac stock to tender their shares. In June, BioNTech said shareholders representing 36.7% of CureVac shares have agreed to tender those shares and vote in favor of the agreement. The settlement moves the deal closer to the number of shares needed. GSK said alongside the settlement agreement, it has entered into a customary tender and support agreement under which it is tendering its approximately 16.6 million CureVac shares in the upcoming offer, which represents about 7.4% of outstanding shares, according to the mRNA company’s annual report. The acquisition is expected to close by the end of this year.
Photo: artisteer, Getty Images