Press Release January 27, 2012

Goodwin Procter Represents Avila Therapeutics in Merger with Celgene Corporation

On Monday, Goodwin Procter client Avila Therapeutics and Celgene Corporation signed a definitive merger agreement under which Celgene will acquire Avila for $350 million in cash, plus up to $195 million for milestones contingent upon the development and regulatory approval of AVL-292, as well as up to $380 million in potential milestone payments contingent upon the development and approval of candidates generated from the Avilomics platform. The transaction has been approved by the Board of Directors of each company and is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Based in Bedford, MA, Avila is a clinical-stage biotechnology company focused on the design and development of targeted covalent drugs to treat cancer, viral infection and autoimmune disease. A longtime client of the firm, Goodwin advised Avila in recent years as the company has grown to over 50 employees. In that time, Goodwin advised on Avila on various corporate matters and numerous collaborations, including with the Leukemia & Lymphoma Society, Clovis Oncology and Sanofi-Aventis.

The acquisition positions Celgene to expand its leading role in the future treatment of hematologic cancers with Avila’s AVL-292, a highly-selective Bruton’s tyrosine kinase inhibitor, currently in phase I clinical development. In addition, Avila’s proprietary Avilomics™ Platform augments Celgene’s investment in the discovery and development of novel therapeutics for managing complex disorders.

Celgene Corporation is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of novel therapies for the treatment of cancer and inflammatory diseases through gene and protein regulation

The Goodwin Procter deal team was led by Kingsley Taft, national co-chair of the firm's Life Sciences Practice and John Haggerty, partner in the firm's M&A Practice. Partners Bill Whitledge (Tax) and Theresa Kavanaugh (IP) provided expert advice on the deal.

Goodwin Procter has one of the nation's leading Life Sciences Practices and is recognized by various industry publications for its particular expertise in venture financing, licensing, collaboration and M&A transactions. Its attorneys provide dedicated, industry-focused representation to life sciences companies of all stages, from start-up through mature public company. Goodwin's Life Sciences Practice offers an integrated, full-service team with expertise in corporate, intellectual property, FDA and litigation matters.