Press Release December 21, 2010

Goodwin Procter Advises SmartCells On Its Sale to Merck & Co.

Goodwin Procter served as advisor to client SmartCells on its acquisition by Merck & Co. last week. SmartCells shareholders will receive an upfront cash payment and be eligible to receive clinical development and regulatory milestones for products resulting from the transaction for potential aggregate payments in excess of $500 million. Sales-based payments for products resulting from the transaction will also be payable.

Founded by Todd Zion in 2003 after winning MIT’s $50K Entrepreneurship Competition, SmartCells has focused on development of a glucose-regulated SmartInsulin product for the treatment of diabetes.

Current treatments for the disease, a growing global health issue, require patients to constantly monitor their blood-sugar levels and adjust insulin levels accordingly, with multiple daily insulin injections.

SmartInsulin could potentially require as few as one injection a day, with a new form of "glucose-responsive" insulin that would adjust throughout the day to changing blood-sugar levels.

The startup was funded by a mix of government grants and angel investors, including members of Angel Healthcare Investors, Beacon Street Angels, Boston Harbor Angels, Cherrystone Angels and Common Angels.

Goodwin Partner Kingsley Taft led the client team for SmartCells that executed the transaction with Merck. Partner Larry Wittenberghad represented SmartCells from its formation and initial financing through multiple other financings and corporate matters.

The deal has garnered significant press attention, including recent pieces in The Wall Street Journal, Xconomy and other media outlets. It represents one more example of Goodwin’s long-term relationships with life sciences startups, from their initial formation and funding, through product development and complex exit transactions.