The Life Sciences team advised Human Immunology Biosciences (HI-Bio™) in its definitive agreement with Biogen (Nasdaq: BIIB) to be acquired for $1.15 billion upfront and up to $650 million in potential milestone payments.

Under the terms of the agreement, Biogen will make an upfront payment to HI-Bio of $1.15 billion. HI-Bio’s stockholders would also be eligible for payments of up to an additional $650 million, for a total potential deal value of up to $1.8 billion, should the felzartamab programs achieve certain development milestones. The acquisition of HI-Bio is not expected to impact Biogen’s previously issued 2024 guidance. Biogen expects to finance the acquisition with cash and may also draw on its revolving credit agreement. The transaction is subject to customary closing conditions, including receipt of necessary regulatory approvals and is currently anticipated to close in the third quarter of 2024.

HI-Bio’s lead asset, felzartamab, is a fully human anti-CD38 monoclonal antibody that has been shown in clinical studies to selectively deplete CD38+ cells including plasma cells and natural killer, or NK, cells which may allow for additional applications that improve clinical outcomes in a broad range of immune-mediated diseases.

Human Immunology Biosciences was incubated by ARCH Venture Partners and Monograph Capital to develop precision therapies for immune-mediated diseases and to bring clinical immunology into its next chapter. Inspired by the rise of targeted therapies in clinical oncology, the company pursues a therapeutic strategy of targeting and depleting the immune cell types that drive IMDs.

The Goodwin team was led by Laura U. Gulick, Sarah Stoiber, Stephanie Isaia and Kingsley Taft and included Andrea Akinbola, Justin Brogan, Claire Zhang and Jonathan Elefant (Corporate); Kevin Kabler, Clark Zhang and Jennifer Ford (IPTS); Grace Wirth and Rahat Tariq (Compensation and Benefits); Dan Karelitz and Tyler Mayo (Tax); Julie Tibbetts and Matt Wetzel (Regulatory); Jacqueline Klosek and Frederica De Santis (Privacy and Data Security); Nina Ngo (Labor and Employment); and Arman Oruc (Antitrust), with invaluable assistance from Maggie Wong, Scott Zilora, Matthew Mancini and Amanda Gill.

For additional details on the acquisition, please read the press release and coverage in The Deal, Bloomberg and MarketWatch.