Situation Assessment

• Regenacy was spun-out from Acetylon Pharmaceuticals in connection with Celgene’s acquisition of Acetylon in late-2016
• Regenacy’s lead program is ricolinostat, a first-in-class phase II-ready HDAC6 inhibitor
• In March of 2020, Locust Walk advised Regenacy on a $30 million series A financing to fund clinical development of ricolinostat in diabetic peripheral neuropathy, which included an investment from 3E Bioventures Capital (“3E”)
• In addition to investing in Regenacy, 3E sought to create a Chinese joint venture to co-develop ricolinostat in China in chemotherapy-induced peripheral neuropathy
• Locust Walk was engaged to negotiate the terms of the joint venture and license agreement with 3E

Key Activities

• Negotiated ownership split of joint venture and economic terms of license agreement with 3E, including comprehensive comparable deals analysis
• Aided Regenacy and counsel in execution of joint venture documents and license agreement
• Together with 3E and Regenacy, developed structure that preserves Regenacy’s flexibility to reacquire ricolinostat China rights in the event of a Regenacy strategic corporate transaction
• Advised Regenacy’s board on deal timing and economics

Successful Outcome

• Transaction closed in November of 2020, enabling submission of an IND to the Chinese NMPA to study ricolinostat in chemotherapy-induced peripheral neuropathy
• Regenacy contributed the ricolinostat license to the joint venture while 3E contributed capital, enabling Regenacy to benefit from any future successes of the joint venture while preserving capital to fund development of diabetic peripheral neuropathy studies
• Regenacy retained control of important operational aspects of the joint venture as well as maintained data rights for the global development of ricolinostat in chemotherapy-induced peripheral neuropathy