Incyte has entered into a definitive agreement to acquire Vega Therapeutics, Inc., a wholly owned subsidiary of Star Therapeutics, LLC, for USD 1.25 billion. Star Therapeutics will be eligible to receive up to USD 750 million in additional payments upon the achievement of sales milestones, for total potential consideration of up to USD 2 billion subject to customary closing adjustments. The proposed acquisition would add VGA039, a novel monoclonal antibody, to Incyte’s hematology portfolio.

Vega Therapeutics’ lead candidate, VGA039, modulates Protein S to improve hemostasis, potentially improving the body’s ability to control bleeding in numerous bleeding disorders. VGA039 is in phase 3 pivotal development for patients with Von Willebrand Disease (VWD), the most common inherited bleeding disorder. It has the potential to be the first subcutaneous prophylactic therapy with a convenient dosing regimen for patients with VWD who currently require frequent intravenous infusions.

Bill Meury, Chief Executive Officer (CEO), Incyte, said, “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.”

Approximately, 135,000 people in the US have been diagnosed with VWD. The disease is characterised by excessive bleeding that can vary in severity and frequency and may significantly affect quality of life. Current prophylactic treatment options include factor replacement therapies that often require 2 to 3 intravenous infusions each week.

Adam Rosenthal, Ph.D., Founder and CEO, Star Therapeutics, said, “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. I am immensely proud of the Star Therapeutics team and our work toward making a difference for patients with Von Willebrand Disease.”

VGA039 has received breakthrough therapy, fast track, orphan drug and rare pediatric disease designations from the US Food and Drug Administration (FDA). VGA039 has advanced into the phase 3 VIVID-6 study (NCT07115004), a global single arm cross-over study to investigate safety and efficacy of the subcutaneous administration of VGA039 as prophylaxis for bleeding in patients with every type of VWD, including those with a high disease burden.

The transaction has been approved by both Incyte’s and Star Therapeutics’ Boards of Directors.

Under the terms of the stock purchase agreement, Incyte will acquire all the outstanding shares of Vega Therapeutics, a wholly owned subsidiary of Star Therapeutics. The closing of the proposed transaction will be subject to certain conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. The transaction is an equity acquisition and is expected to close in the third quarter of 2026, pending Hart-Scott-Rodino review resulting in an expected R&D charge of approximately USD 1.25 billion, that will be included in third quarter and full year 2026 GAAP and non-GAAP results.