REGENXBIO Inc. has secured a strategic royalty monetization agreement worth up to $250 million with Healthcare Royalty (HCRx), the biotechnology company announced on May 19, 2025. The non-dilutive, limited recourse royalty bond agreement provides REGENXBIO with $150 million at closing, extending the company's cash runway into early 2027.
The agreement monetizes select anticipated royalties and milestones from REGENXBIO's gene therapy portfolio, providing both immediate and expected future capital without diluting existing shareholders.
"This strategic financing brings future potential funds forward and extends our runway beyond multiple meaningful milestones," said Mitchell Chan, Chief Financial Officer of REGENXBIO. These milestones include the potential FDA approval of RGX-121 for MPS II, top-line data readout and BLA submission for RGX-202 for Duchenne muscular dystrophy, and top-line data readouts for two pivotal studies of subretinal ABBV-RGX-314 for wet age-related macular degeneration (AMD).
Deal Structure and Terms
Under the agreement, HCRx will provide REGENXBIO up to $250 million in exchange for rights to anticipated royalty payments from sales of ZOLGENSMA for Spinal Muscular Atrophy (SMA), as well as royalty and certain milestone payments from RGX-121 and RGX-111 for MPS II and MPS I, pursuant to a partnership with Nippon Shinyaku. The deal also includes payments from NAV Technology Platform licensees Rocket Pharmaceuticals and Ultragenyx.
The financial structure includes:
- $150 million received at closing
- $50 million to be funded by April 30, 2027, upon achievement of ZOLGENSMA sales milestones
- An additional $50 million to be funded upon mutual agreement of the parties
HCRx will receive quarterly interest payments derived solely from royalty and milestone revenue, less payments to REGENXBIO's upstream licensors. Additionally, HCRx receives warrants to purchase up to 268,096 shares of REGENXBIO's common stock at an exercise price of $14.92, representing a 100% premium to the company's 30-day weighted average price.
Clarke Futch, Chairman and Chief Executive Officer of HCRx, noted, "This financing capitalizes on REGENXBIO's unique position as a late-stage gene therapy company with multiple royalty-generating assets. We recognize the value embedded in REGENXBIO's differentiated portfolio."
Retained Assets and Future Funding
Importantly, REGENXBIO retains several valuable future non-dilutive funding sources that are not included in this agreement:
- Potential sale of the expected Priority Review Voucher for RGX-121
- Development and sales milestones from AbbVie
- A majority of the development milestones from Nippon Shinyaku
"Along with fueling our late-stage activities, this transaction enables us to retain future potential non-dilutive opportunities and the potential long-term financial upside from our NAV licensees and MPS programs," Chan explained. "This capital infusion positions us well to accelerate commercial preparations and continue extending our longstanding leadership in rare and retinal gene therapies."
REGENXBIO's Gene Therapy Pipeline
REGENXBIO is advancing a late-stage pipeline of one-time treatments for rare and retinal diseases using its adeno-associated virus (AAV) gene therapy platform. Key programs include:
- RGX-202 for the treatment of Duchenne muscular dystrophy
- Clemidsogene lanparvovec (RGX-121) for the treatment of MPS II, in partnership with Nippon Shinyaku
- RGX-111 for the treatment of MPS I, also partnered with Nippon Shinyaku
- Surabgene lomparvovec (ABBV-RGX-314) for the treatment of wet AMD and diabetic retinopathy, in collaboration with AbbVie
The company's technology already underpins Novartis' ZOLGENSMA, which has been approved for the treatment of SMA in more than 50 countries. In January 2025, Novartis announced that the Phase III study of ZOLGENSMA using intrathecal delivery had met its primary endpoint, potentially expanding the therapy's reach.
Market Context and Significance
This financing deal comes at a critical time for gene therapy companies, as the sector navigates challenging capital markets while advancing expensive late-stage clinical programs. Non-dilutive financing structures like royalty monetization have become increasingly important tools for biotechnology companies to extend their cash runways without issuing additional equity at potentially unfavorable valuations.
For REGENXBIO, the deal provides financial stability through several potential value-creating milestones over the next two years. The company's focus on rare diseases and retinal conditions positions it in therapeutic areas with significant unmet medical needs and potential for premium pricing.
As gene therapies continue to demonstrate clinical success and gain regulatory approvals, companies with established platforms and late-stage assets like REGENXBIO are working to solidify their positions ahead of potential commercial launches. This financing strengthens REGENXBIO's ability to advance its pipeline toward regulatory approvals and market launches while maintaining financial flexibility.
Covington & Burling LLP served as legal advisor to REGENXBIO for this transaction, while Morgan, Lewis & Bockius LLP advised HCRx.
