Baker McKenzie acted as lead counsel to Galapagos NV on its 10 year global research and development collaboration with Gilead Sciences, Inc.
The agreement will give Gilead, a US global research-based biopharmaceutical company, access to Galapagos' portfolio of six drugs currently in clinical trials, more than 20 preclinical programs and a proven drug discovery platform. Galapagos, a Belgian clinical-stage biotech focused on the discovery and development of small molecule drugs, will receive an upfront payment of $3.95 billion to accelerate its R&D programs.
In addition, Galapagos will issue new shares at a premium totalling $1.1 billion. This will take Gilead's shareholding from 12.3% to 22%, with two warrants allowing it to increase its shareholding to up to 29.9%.
The two companies also agreed to amend certain terms of their existing agreement in relation to filgotinib, a candidate for rheumatoid arthritis and other inflammatory diseases.
Baker McKenzie advised on all aspects of the deal including the negotiation and setup of the complex licensing and collaboration agreement, the equity features, and the various related legal issues pertaining to antitrust, securities, corporate, and tax law. The complexity and timelines in delivering the transaction attests to Baker McKenzie's strength as a leading life sciences and transactional law firm, coupled with its renowned tax and antitrust advisory practices. Earlier this year, Baker McKenzie bolstered its health care industry group with the hire of Randall Sunberg, Denis Segota, Oren Livne and Andrew Haupt, who lead biotech start-ups to multinational pharmaceutical and medical device companies on complex collaborations, joint ventures and licensing transactions.
Brussels partner Roel Meers, Chicago partner Olivia Tyrrell and New York partner Oren Livne led a global team comprising of associates Kathryn Strong and Michelle Carr who provided support in relation to the licensing and collaboration agreements. Partners Gavin Bushell, Alex Stratakis and Creighton Macy, and associates Daniel Graulich and Hannelore Wiame provided antitrust advice. Partners Adam Farlow and Jai Khanna supported by associates Younes Sebbarh, Heather Byrne and Rebecca Kuijpers-Zimmerman helped with corporate and securities law related matters. Partners Kai Kramer, Patricia McDonald and Géry Bombeke provided tax advice.
Commenting on the matter, partner Roel Meers said, "the collaboration reflects the parties' innovative approach towards deal-making. It is an honor to represent Galapagos on this landmark transaction in its 20th anniversary year."