Ropes & Gray Advises Pfizer on Acquisition of AstraZeneca Small Molecule Anti-Infective Business

Ropes & Gray advised Pfizer Inc. on its agreement with AstraZeneca to acquire the development and commercialization rights to AstraZeneca’s late-stage small molecule anti-infectives business, primarily outside the United States. The agreement, announced Aug. 24, includes the commercialization and development rights to the newly approved EU drug Zavicefta™, the marketed agents Merrem™/Meronem™ and Zinforo™, and the clinical development assets aztreonam-avibactam (ATM-AVI) and CXL.

Under the terms of the agreement, Pfizer will make an upfront payment of $550 million to AstraZeneca upon the close of the transaction, and a deferred payment of $175 million in January 2019. AstraZeneca is also eligible to receive up to $250 million in milestone payments, up to $600 million in sales-related payments, and tiered royalties on sales of Zavicefta and ATM-AVI in certain markets. The transaction is expected to close in the fourth quarter of 2016, subject to customary closing conditions.

Ropes & Gray is also representing Pfizer on its agreement to acquire Medivation, announced Aug. 22. The firm previously advised Pfizer on its acquisition of Hospira in 2015.

The Ropes & Gray team representing Pfizer on the AstraZeneca transaction was led by securities & public companies partner Michael Littenberg (New York) and included life sciences partner Al Cacozza (Washington, D.C.); tax counsel Andrew Howard (London); and health care associate David Peloquin (Boston).