Ropes & Gray Advises Lilly on Acquisitions of Two Next Generation Vaccine Companies as it Builds its Infectious Disease Portfolio

Ropes & Gray advised Eli Lilly and Company (Lilly) on the definitive agreements to expand its infectious disease pipeline with the pending acquisitions of Curevo and Vaccine Company. Both transactions were announced on May 26.

Curevo Vaccine, a clinical-stage biotech company, is developing next-generation non-mRNA vaccines starting with shingles and chickenpox. Amezosvatein (CRV-101) is an adjuvanted subunit (non-mRNA) vaccine designed to prevent herpes zoster, commonly known as shingles. Curevo’s goal with a new herpes zoster vaccine is to improve the patient experience and, ultimately, overall vaccination rates. In a Phase 2 clinical trial head-to-head against the standard of care, amezosvatein matched immune response across all primary endpoints and reduced side effects such as activity-limiting fatigue, chills, and pain at the injection site by more than half.  Under the agreement, Lilly will acquire Curevo and Curevo shareholders could receive up to $1.5 billion in cash, inclusive of an upfront payment and subsequent payment upon achievement of a specified milestone.

Vaccine Company is advancing a broad preclinical pipeline targeting multiple viral pathogens, with a lead vaccine candidate for Epstein-Barr Virus (EBV), also known as human herpesvirus 4—one of the world’s most common viruses. EBV is a leading cause of infectious mononucleosis and is linked to certain cancers and autoimmune diseases. In addition to EBV, the Vaccine Company is focused on vaccine development for flaviviruses, which include mosquito-borne threats such as West Nile virus, dengue virus, and Zika virus.  Under the agreement, Lilly will acquire Vaccine Company and Vaccine Company shareholders could receive up to $1.55 billion in cash, inclusive of an upfront payment and subsequent payments upon achievement of certain clinical and commercial milestones.

Curevo Team:

The Ropes & Gray team advising on the Curevo Vaccine acquisition was led by mergers & acquisitions partners Emily Oldshue and Michael Beauvais and mergers & acquisitions counsel Nicholas Roper and included IP transactions partner Megan Baca, antitrust partners Mike McFalls, Ruchit Patel and Zak Goodwin, employment, executive compensation & benefits partner Renata Ferrari, tax partner Pam Glazier, health care partners David Peloquin and Greg Levine, anticorruption and international risk partner Brendan Hanifin, real estate partner David Kaye, intellectual property transactions counsel Joshua Talicska, executive compensation & benefits counsel Christa Sanchez, and anticorruption and international risk counsel Kurt Fowler.

Vaccine Company Team:

The Ropes & Gray team advising on the Vaccine Company acquisition was led by mergers & acquisitions partners Emily Oldshue and Michael Beauvais and included IP transactions partner Abigail Gregor, antitrust partners, Mike McFalls, Ruchit Patel, and Zak Goodwin, executive compensation & benefits partner Renata Ferrari, tax partner Pam Glazier, health care partners David Peloquin and Greg Levine, anticorruption and international risk partner Brendan Hanifin, real estate partner David Kaye, M&A counsel Michael Spera, intellectual property transactions counsel Joshua Talicska, executive compensation & benefits counsel Christa Sanchez, and anticorruption and international risk counsel Kurt Fowler.