Incyte has announced a definitive agreement to acquire Vega Therapeutics, a wholly owned subsidiary of Star Therapeutics, LLC, for $1.25 billion upfront, with Star Therapeutics eligible to receive up to $750 million in additional payments upon achievement of sales milestones, for total potential consideration of up to $2 billion.
The proposed acquisition adds VGA039, a novel investigational monoclonal antibody in Phase 3 development, to Incyte’s hematology portfolio. The transaction is expected to close in the third quarter of 2026 pending Hart-Scott-Rodino antitrust review.
VGA039 targets Protein S with a dual mechanism that promotes platelet attachment and enhances fibrin deposition to restore hemostasis, and is in Phase 3 pivotal development for von Willebrand disease — the most common inherited bleeding disorder, with approximately 135,000 diagnosed patients in the United States. The drug has the potential to be the first subcutaneous prophylactic therapy with a convenient once-monthly dosing regimen for VWD patients, who currently require two to three intravenous infusions each week under existing factor replacement therapies. VGA039 has received Breakthrough Therapy, Fast Track, orphan drug, and rare pediatric disease designations from the FDA and has advanced into the Phase 3 VIVID-6 study, a global single-arm crossover study investigating safety and efficacy across all types of VWD.
The transaction has been approved by both companies’ Boards of Directors. Lazard is acting as financial advisor to Incyte, with Goodwin Procter as legal counsel. Evercore and Morgan Stanley are acting as financial advisors to Star Therapeutics, with Fenwick & West as legal counsel. Star Therapeutics, founded by Adam Rosenthal, has invented four first-in-class antibody therapies including Enjaymo, the first approved drug for cold agglutinin disease, and has three other therapies in Phase 3 development.
KEY QUOTES:
“VGA039 fits directly into our strategy of building a top-tier growth company for the future. It is a first-in-class, Phase 3 asset with compelling early data, a manageable development path and the potential to become an important new growth driver in one of our core therapeutic areas — hematology. The transaction has all of the attributes we look for in business development opportunities.”
Bill Meury, Chief Executive Officer, Incyte
“This milestone reflects our team’s deep commitment to innovation and underscores our strategy to develop first-in-class and best-in-class therapies for serious conditions with high unmet need. VGA039 will be advanced by Incyte, a global biopharmaceutical leader with deep expertise in hematology and a significant commercial track record.”
Adam Rosenthal, Ph.D., Founder and CEO, Star Therapeutics
