Dentons advises MabTics and Curacle on global licensing deal with Memento Medicines

Dentons advised MabTics Co., Ltd. and Curacle Co., Ltd. on their strategic global licensing transaction with Memento Medicines, Inc., a newly formed, investor-backed U.S.-based biotechnology company.

Under the terms of the agreement, Memento Medicines obtained exclusive worldwide rights to develop and commercialize MT-103 (now designated MMT-205), a novel bispecific antibody targeting Tie2 and VEGF for the treatment of retinal diseases. The transaction is valued at up to US$1.08 billion, comprising upfront consideration in the form of cash payments and equity interests in Memento Medicines, as well as development, regulatory, and commercial milestone payments, in addition to tiered royalties on net sales.

In connection with the licensing transaction, Memento Medicines completed a US$93 million Series A financing to advance MMT-205 through IND-enabling studies and clinical development. The financing was co-led by Forbion, RA Capital Management, and Avego BioScience Capital, with participation from Sanofi Ventures and Samsara BioCapital.

This transaction exemplifies the NewCo (new company) model, an increasingly prominent structure in global biopharma partnering. Under this model, Memento Medicines was established as a dedicated company focused on advancing a specific therapeutic asset (MT-103/MMT-205), enabling the program to attract specialist external capital and development expertise while allowing the originating companies to retain economic participation through upfront consideration, equity, milestones, and royalties.

Dentons advised MabTics and Curacle on all aspects of the transaction, including deal structuring and negotiation, due diligence, corporate finance, tax and intellectual property and patent counseling. The Dentons team advising MabTics and Curacle included senior attorney Bernard Ham (deal negotiation) and senior associate Jielle Han (deal support) of Dentons Lee, together with partners Michael Dukes (IP) and David Kalson (corporate finance) of the Dentons Pittsburgh office, and Linda Pfatteicher (tax) of the Dentons San Francisco office.

Related announcements and coverage:

• Memento Medicines Launches with $93 Million Series A Financing to advance Tie2 Agonist and VEGF Inhibitor Bispecific Antibody Therapy for Retinal Diseases
• 큐라클-맵틱스, 'Tie2xVEGF' 美메멘토에 총 10.7억弗 L/O

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