Delaware Chancery Court Rules in Favor of Anaptys by Dismissing Tesaro’s Anticipatory Breach Claim
- Ruling preserves current contracted royalty rates and rejects Tesaro’s request for any royalty reduction
- Trial to adjudicate Anaptys’ contract claims and right to seek reversion of Jemperli against
Tesaro /GSK is scheduled forJuly 14-17, 2026
As stated in Anaptys’ original filing, the company’s motion explained “why, as a matter of law, Anaptys has never repudiated the Collaboration Agreement and how Anaptys has only sought to vindicate its contract rights.” The Court’s decision confirms that Tesaro’s anticipatory breach of contract claim was insufficiently pleaded and rejects Tesaro’s request for any royalty reduction.
“The Court’s decision affirms what we have maintained from the beginning: Tesaro’s anticipatory breach claim was baseless, and this ruling is an important validation of our efforts to protect our contractual rights to the Jemperli royalty stream for our shareholders,” said
As previously disclosed, Anaptys approached Tesaro to engage in good faith discussions to potentially resolve Anaptys’ claims that Tesaro and GSK had breached the Collaboration Agreement. On Nov. 20, 2025, Tesaro, without notice to Anaptys and with discussions ongoing, initiated a lawsuit against Anaptys, seeking a declaration that Tesaro had not breached and claiming that Anaptys had repudiated the Collaboration Agreement.
In response, Anaptys filed its own Complaint in Delaware Chancery Court, requesting a court declaration that Tesaro has materially breached the parties’ Collaboration Agreement and that GSK, Tesaro’s corporate parent, has tortiously interfered with the Collaboration Agreement.
Anaptys’ Complaint centers on claims that
Tesaro has materially breached the Collaboration Agreement’s exclusivity duty by engaging in development activities with competitive therapeutics, and Tesaro’s reading of the provision strips it of meaning to purportedly allowTesaro (and GSK) to engage in any development work with competitors so long as dostarlimab has some minimal involvement;Tesaro has breached the Collaboration Agreement’s diligence duty, which requiresTesaro to seek Jemperli’s “optimum commercial return,” a high bar thatTesaro agreed but failed, to meet; andTesaro has materially breached the Collaboration Agreement’s notice duties due to Tesaro’s failure to notify Anaptys regarding its clinical trial plans, including where those plans involved testing with competitive therapeutics.
The trial is scheduled for
About Anaptys’ Collaboration and Exclusive License Agreement with
In
Anaptys is eligible to receive royalties upon sales of Jemperli, equal to 8% of net sales below
The royalty term under this collaboration extends at least through expiration of composition of matter coverage on the molecule, which expires in 2035 in the U.S., in 2036 in the EU and in 2037 in
About Anaptys
Anaptys manages the financial collaborations for Jemperli with GSK and imsidolimab with Vanda, with a focus on protecting and returning the value of its royalties to shareholders. To learn more, visit www.AnaptysBio.com or follow us on LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to: the timing and potential outcome of proceedings in
Contact:
Anaptys Investor Relations
investors@anaptysbio.com
Source: AnaptysBio, Inc.