Merck’s Shares Acquisition Of OncoImmune

Goodwin Procter LLP advised OncoImmune on the deal. Baker Botts LLP advised Merck & Co. on the deal.

OncoImmune announced its definitive agreement pursuant to which Merck (NYSE: MRK), through a subsidiary, will acquire all outstanding shares of OncoImmune for an upfront payment of $425 million in cash, plus payments contingent on the successful achievement of certain regulatory milestones, and additional payments based on sales of its lead product, known as CD24Fc or SACCOVIDTM, a fusion protein that has shown promising results in hospitalized patients with COVID-19. In addition, OncoImmune will spin-out certain rights and assets unrelated to its CD24Fc program to a new entity to be owned by the existing OncoImmune shareholders in which Merck will invest $50 million.

OncoImmune recently announced positive top-line findings from a Phase 3 study evaluating CD24Fc for the treatment of patients with severe and critical COVID-19. Interim analysis from 203 participants (75% of planned enrollment) indicated that patients with severe or critical COVID-19 treated with a single dose of CD24Fc showed a 60% higher probability of improvement in clinical status, as compared to placebo, and risk of death or respiratory failure reduced by more than 50%. The interim analysis shows safety and outstanding therapeutic efficacy of the drug, potentially representing a major breakthrough in COVID-19 therapy.

OncoImmune is a Rockville, Maryland-based, privately-held, clinical-stage biopharmaceutical company that is actively engaged in the discovery and development of novel biopharmaceuticals for the treatment of cancer and autoimmune disease.

The Goodwin team was led by Adam Bellack (Picture), Laurie Burlingame, and Jake Hays, with Wenseng “Wendy” Pan leading China-related aspects of the deal. The team also included Amy Dau, Elisabeth Teixeira de Mattos, Daniel Karelitz, Josh Lake, Paul Jin, Sarah Bock, Natascha George, Grace Wirth, Tony Guan, Jennifer Fay, Lina Fernandez, Jacob Osborn, Justin Pierce, Steven Tjoe, Freddie Yip, Rui Miao, Nathan Brodeur, and Allyson Maur.

The Baker Botts team was led by Antitrust Practice Co-Chair Stephen Weissman, Special Counsel Mike Bodosky and Senior Associate Christine Ryu-Naya.

Involved fees earner: Michael Bodosky – Baker Botts; Christine Ryu-Naya – Baker Botts; Stephen Weissman – Baker Botts; Joshua Lake – Goodwin Knight Law LLP; Adam Bellack – Goodwin Procter; Sarah Bock – Goodwin Procter; Nathan Brodeur – Goodwin Procter; Laurie Burlingame – Goodwin Procter; Jennifer Fay – Goodwin Procter; Lina Fernandez – Goodwin Procter; Natascha George – Goodwin Procter; Tony Guan – Goodwin Procter; Jake Hays – Goodwin Procter; Paul Jin – Goodwin Procter; Daniel Karelitz – Goodwin Procter; Allyson Maur – Goodwin Procter; Rui Miao – Goodwin Procter; Jacob Osborn – Goodwin Procter; Wenseng Pan – Goodwin Procter; Justin Pierce – Goodwin Procter; Elisabeth Teixeira de Mattos – Goodwin Procter; Steven Tjoe – Goodwin Procter; Grace Wirth – Goodwin Procter; Freddy Yip – Goodwin Procter;

Law Firms: Baker Botts; Goodwin Knight Law LLP; Goodwin Procter;

Clients: Merck & Co., Inc. ; OncoImmune;

Author: Ambrogio Visconti