Ropes & Gray advised Eli Lilly in an agreement to acquire Scorpion Therapeutics and its oral therapy, STX-478, which is being tested in clinical trials for breast cancer and other advanced solid tumors. The therapy is designed to inhibit mutations in the PI3Kα gene that occur in a meaningful proportion of hormone-positive breast cancers, where a significant unmet need for new treatments exists. The deal was announced on Jan. 13.
Under the agreement, Lilly will acquire Scorpion and Scorpion shareholders could receive up to $2.5 billion in cash, inclusive of an upfront payment and subsequent payments upon achieving of certain regulatory and sales milestones. As part of the transaction, Scorpion will spin out a new company to hold its employees and non-PI3Kα pipeline assets. The new independent company will be owned by Scorpion’s current shareholders, with Lilly holding a minority equity interest.
The Ropes & Gray team included strategic transactions partners Emily Oldshue and Michael Beauvais, IP transactions partner Megan Baca, tax partner Eric Behl-Remijan, antitrust partners Mike McFalls and Ruchit Patel, employment & benefits partner Renata Ferrari, regulatory partner Kellie Combs, real estate investments & transactions partner David Kaye, IP transactions counsel Georgina Jones Suzuki and Joshua Jackson, and strategic transactions associate Alyce Chen.
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