Xencor (NASDAQ: XNCR) to receive $105M, ending U.S. Ultomiris royalties
Rhea-AI Filing Summary
Xencor, Inc. entered into a Settlement Agreement with Alexion Pharma International Operations Limited to resolve a commercial dispute over U.S. royalties on Ultomiris (ravulizumab-cwvz). Under the agreement, Xencor will receive $105 million in two equal cash payments of $52.5 million.
The first payment is anticipated in August 2026, and the second is due within 14 days after the one-year anniversary of the Settlement Agreement. In exchange, Alexion will have no further obligation to pay royalties on U.S. sales of Ultomiris, while royalties on ex-U.S. sales continue unchanged. Based on current operating plans, Xencor expects to have cash resources to fund research and development programs and operations through 2028.
Positive
- Xencor will receive $105 million from Alexion in two installments, providing additional cash resources that underpin its guidance for funding operations and research and development programs through 2028.
Negative
- Alexion will have no further obligation to pay royalties on U.S. sales of Ultomiris, ending a U.S. royalty revenue stream that Xencor had previously expected through 2028.
Filing Explained
The settlement is signed, but as of July 29 no cash receipt is disclosed; the first $52.5 million payment is anticipated in August.
On
The press release calls the agreement “immediate capital,” but the filing says the first
Before those scheduled receipts, Xencor’s latest reported cash and equivalents were
The full settlement text remains outstanding and is expected with the quarterly report for the period ending
Sources and calculations
- Xencor Form 8-K and Exhibit 99.1 (2026-07-29)
- Xencor latest quarterly fundamentals (2026-03-31)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $14,170,000 / ($67,628,000 / 90) = [object Object]
8-K Event Classification
4 items: 1.01, 2.02, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Settlement payment: $105 million
First installment: $52.5 million
Second installment: $52.5 million
+1 more
4 metrics
Settlement payment
$105 million
Aggregate cash Xencor will receive from Alexion under the Settlement Agreement
First installment
$52.5 million
Payment to Xencor anticipated in August 2026
Second installment
$52.5 million
Payment due within 14 days after one-year anniversary of the Settlement Agreement
Cash runway
through 2028
Expected period Xencor can fund research and development programs and operations based on current plans
Key Terms
Settlement Agreement, royalties, Option and License Agreement, Regulation FD Disclosure, +1 more
5 terms
Settlement Agreement regulatory
"entered into a settlement agreement and release (the Settlement Agreement)"
A settlement agreement is a legally binding deal where two sides resolve a dispute—often a lawsuit—by agreeing on terms such as payments, actions, or changes in behavior instead of continuing the case to trial. For investors it matters because settlements can create immediate costs, limit future liabilities or risks, and change a company's cash flow, reputation, or ongoing obligations much like paying a negotiated bill to avoid a lengthy, uncertain fight.
royalties financial
"Alexion will have no further obligation to pay royalties on U.S. sales"
Payments made to the owner of an asset or intellectual property each time that asset is used or a product is sold, often calculated as a percentage of sales or a set amount per unit. Royalties matter to investors because they create predictable, ongoing income streams and affect a company’s cash flow and valuation—like a landlord collecting rent or an author getting a steady cut whenever a book is sold.
Option and License Agreement regulatory
"under the existing terms of its Option and License Agreement with Alexion"
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"may constitute forward-looking statements within the meaning of the safe harbor"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is the Xencor (XNCR) settlement with Alexion about?
Xencor and Alexion entered a Settlement Agreement to resolve a commercial dispute over U.S. royalties on Ultomiris. Xencor will receive $105 million, and Alexion’s obligation to pay royalties on U.S. sales of Ultomiris will end, while ex-U.S. royalties continue.
How much cash will Xencor (XNCR) receive from Alexion and when?
Xencor will receive $105 million from Alexion in two equal payments of $52.5 million. The first payment is anticipated in August 2026, and the second is due within 14 days after the one-year anniversary of the Settlement Agreement’s execution.
What happens to Xencor (XNCR) royalties on Ultomiris after the settlement?
After the settlement, Alexion has no further obligation to pay royalties on U.S. sales of Ultomiris to Xencor. Xencor expects to continue receiving royalties on ex-U.S. sales of Ultomiris under the existing Option and License Agreement with Alexion.
How does the Alexion settlement affect Xencor (XNCR) cash runway?
Based on current operating plans, Xencor expects to have sufficient cash resources to fund research and development programs and operations through 2028. Management states that resolving the Ultomiris royalty dispute provides capital and supports this operating runway estimate.
Is the Ultomiris royalty dispute between Xencor (XNCR) and Alexion fully resolved?
Yes. The companies executed a Settlement Agreement that fully resolves the previously disclosed commercial dispute regarding U.S. royalties on Ultomiris. Following this agreement, Alexion will not owe further U.S. royalties, and the parties reference no remaining related claims.
Did Xencor (XNCR) provide guidance on year-end 2026 cash levels?
Xencor did not provide a specific year-end 2026 cash figure here. It stated that guidance for year-end 2026 cash, cash equivalents and marketable debt securities will be updated when the company reports financial results for the second quarter of 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________________
FORM 8-K
___________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2026
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(Exact name of registrant as specified in its charter)
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(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
___________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01. Entry into a Material Definitive Agreement.
On July 29, 2026, Xencor, Inc. (the “Company”) entered into a settlement agreement and release (the “Settlement Agreement”), with Alexion Pharma International Operations Limited, an Irish limited company (“Alexion”) with respect to a commercial dispute related to U.S. royalties on Ultomiris® (ravulizumab-cwvz).
Pursuant to the Settlement Agreement, the Company will receive an aggregate of $105 million in two equal payments: the first $52.5 million payment is anticipated in August 2026 and the second $52.5 million payment within 14 days following the one-year anniversary of the date of the Settlement Agreement. Alexion will have no further obligation to pay royalties on U.S. sales of Ultomiris. Entry into the Settlement Agreement does not impact receipt of royalties on ex-U.S. sales of Ultomiris under the existing terms of its Option and License Agreement with Alexion, dated January 28, 2013, as amended.
As previously disclosed, in March 2026, Alexion had informed the Company of its position that no additional royalties were owed on U.S. sales of Ultomiris and that it did not intend to make future payments related to U.S. sales. The Settlement Agreement fully resolves this dispute.
The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, which will be filed either as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026 or by amendment to this Current Report on Form 8-K, and which is incorporated by reference.
Item 2.02. Results of Operations and Financial Condition.
Based on current operating plans, the Company expects to have cash to fund research and development programs and operations through 2028.
The information furnished under this Item 2.02 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
On July 29, 2026, the Company issued a press release announcing entry into the Settlement Agreement with Alexion. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information furnished under this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description | ||||
| 99.1 | Press release, dated as of July 29, 2026. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 29, 2026 | XENCOR, INC. | |||||||
| By: | /s/ Celia Eckert | |||||||
| Celia Eckert | ||||||||
| General Counsel & Corporate Secretary | ||||||||
3
Exhibit 99.1
Xencor to Receive $105 Million From Alexion to Resolve Ultomiris® U.S. Royalty Matter
-- Agreement with Alexion resolves previously disclosed dispute regarding U.S. royalties --
-- Ex-U.S. royalties remain unchanged --
PASADENA, Calif.--July 29, 2026-- Xencor, Inc. (NASDAQ:XNCR) (“Xencor”), a clinical-stage biopharmaceutical company developing engineered antibodies for the treatment of cancer and autoimmune diseases, today announced its agreement with Alexion Pharma International Operations Limited, an Irish limited company (“Alexion”), to resolve a commercial dispute related to U.S. royalties on Ultomiris® (ravulizumab-cwvz) (the “Settlement Agreement”).
Under the Settlement Agreement, Xencor will receive $105 million in two equal payments, the first $52.5 million payment is anticipated in August 2026 and the second $52.5 million payment on the one-year anniversary of the executed Settlement Agreement, and Alexion will have no further obligation to pay royalties on U.S. sales of Ultomiris. Xencor expects to continue receiving royalties on ex-U.S. sales of Ultomiris under the existing terms of their license agreement.
“We are pleased to have reached a resolution that provides immediate capital and reflects the value of the U.S. royalty stream that we had previously expected through 2028,” said Bassil Dahiyat, Ph.D., president and chief executive officer of Xencor. “We have returned our operating runway estimate to extend through 2028.”
As previously disclosed, in March 2026, Alexion informed Xencor of its position that no additional royalties were owed on U.S. sales of Ultomiris and that it did not intend to make future payments related to U.S. sales. The Settlement Agreement fully resolves the dispute.
Ultomiris is a drug being developed and commercialized by Alexion Pharmaceuticals, Inc., and is its registered trademark.
Financial Guidance: Based on current operating plans, Xencor expects to have sufficient cash resources to fund research and development programs and operations through 2028. Guidance for year-end 2026 cash, cash equivalents and marketable debt securities will be updated with financial results for the second quarter of 2026.
About Xencor
Xencor is a clinical-stage biopharmaceutical company developing engineered antibodies for the treatment of patients with cancer and autoimmune diseases. More than 20 candidates engineered with Xencor's XmAb® technology are in clinical development, and multiple XmAb medicines are marketed by partners. Xencor's XmAb engineering technology enables small changes to a protein’s structure that result in new mechanisms of therapeutic action. For more information, please visit www.xencor.com.
Forward-Looking Statements
Certain statements contained in this press release may constitute forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are not purely statements of historical fact, and can generally be identified by the use of words such as “potential,” “can,” “will,” “plan,” “may,” “could,” “would,” “expect,” “anticipate,” “seek,” “look forward,” “believe,” “committed,” “investigational,” “indicates,” “supports,” and similar terms, or by express or implied discussions relating to Xencor’s business, including, but not limited to, statements regarding the Settlement Agreement, future royalties on ex-U.S. sales of Ultomiris under the existing terms of Xencor’s license agreement with Alexion, projected financial resources and financial guidance, including cash runway for research and development programs and operations, expectations for and estimates of future royalty revenues, the quotations from Xencor's president and chief executive officer, and other statements that are not purely statements of historical fact. Such statements are made on the basis of the current beliefs, expectations, and assumptions of the management of Xencor and are subject to significant known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements and the timing of events to be materially different from those implied by such statements, and therefore these statements should not be read as guarantees of future performance or results. Such risks include, without limitation, the risks associated with the process of discovering, developing, manufacturing and commercializing drugs that are safe and effective for use as human therapeutics, the ability of publicly disclosed preliminary clinical trial data to support continued clinical development and regulatory approval for specific treatments, the risk of loss of key members of management, the risk that the fair value of our marketable equity securities will decline and the risks, uncertainties and other factors described under the heading “Risk Factors” in Xencor's Annual Report on Form 10-K for the year ended December 31, 2025 as well as Xencor's subsequent filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Xencor undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.
For Investors:
Charles Liles
cliles@xencor.com
(626) 737-8118
For Media:
Cassidy McClain
Inizio Evoke
cassidy.mcclain@inizioevoke.com
(619) 694-6291