Goodwin Procter represented Cambridge-based Moderna Therapeutics in granting AstraZeneca the right, pursuant to an exclusive option agreement, to acquire up to 40 pioneering messenger RNA therapeutics™. The initial payment of $240 million by AstraZeneca, for the option and related agreements, is reportedly the largest ever in a preclinical pharmaceutical industry deal. The transaction is described in greater detail in the parties’ joint press release.
Moderna’s unique approach uses proprietary messenger RNA containing naturally occurring nucleotide analogues, which are designed to stimulate the body’s natural ability to produce intracellular and secreted therapeutic proteins without triggering an innate immune response. The secreted proteins are released into the bloodstream to potentially restore function elsewhere in the body. Using messenger RNA also has the potential advantage of dramatically reducing the time and expense associated with creating therapeutic proteins using current recombinant technologies.
Moderna is backed by long-time Goodwin client Flagship VentureLabs, which founded Moderna in 2010. The agreement is contingent on expiration or termination of the waiting period under the Hart Scott-Rodino Antitrust Improvements Act.
The Goodwin team for Moderna included partners Kingsley Taft, Stuart Cable, and counsel Shaun Ryan and Sarah Solomon on corporate matters, and partners Bill Whitledge on tax matters and Todd Hahn on antitrust matters.
Additional information on Goodwin’s Life Sciences practice is available here.