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Ropes & Gray Advises Cullinan Oncology in Collaboration with Taiho Pharmaceutical

Practices: Life Sciences, Health Care, Mergers & Acquisitions, Intellectual Property, Health Care Finance & Restructuring, Life Sciences Licensing, Collaborations & Joint Ventures

Ropes & Gray represented Cullinan Oncology in a strategic collaboration with Taiho Pharmaceutical under which Taiho will acquire Cullinan Oncology’s subsidiary Cullinan Pearl. 

The deal announced on May 12 includes a strategic partnership to co-develop and co-commercialize Cullinan Oncology’s oral non-small cell lung cancer (NSCLC) drug clinical candidate, CLN-081/TAS6417. The U.S. Food and Drug Administration has granted Breakthrough Designation status for this novel molecule. 

Under the terms of the agreement, Taiho is making an upfront payment to Cullinan Oncology for $275 million in exchange for Taiho acquiring Cullinan Pearl, with an additional $130 million in regulatory milestones. 

Cullinan Oncology will co-develop the drug and keep the option to co-promote it in the U.S. with Taiho through the U.S. subsidiary, Taiho Oncology. Taiho will commercialize the product outside of the U.S. Taiho and Cullinan Oncology will share clinical development costs in the U.S. evenly, with a 50/50 split on profits from potential U.S. sales.  

The Ropes & Gray team was led by life sciences partners Michael Beauvais and Abigail Gregor and included tax partners Scott Pinarchick and David Saltzman, litigation partner Tom Brown and life sciences associates Michael Connolly and Maria Colella.

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