Press Release January 15, 2014

Goodwin Represents Moderna Therapeutics in Exclusive Strategic Agreement with Alexion Pharmaceuticals

Goodwin Procter attorneys recently advised client Moderna Therapeutics on its strategic agreement with Alexion Pharmaceuticals for RNA Therapeutics™ to treat rare diseases. Under the agreement, Alexion will make an upfront payment to Moderna of $100 million to purchase ten product options to develop and commercialize treatments for rare diseases with Moderna’s mRNA Therapeutics™ platform. Following option exercise by Alexion, Moderna will be entitled to option exercise payments akin to drug development and commercial milestone payments and high single to double digit royalties on commercial sales. In addition, Alexion has made a $25 million preferred equity investment into Moderna.

Moderna is pioneering messenger RNA Therapeutics™, an entirely new in vivo drug modality that produces human proteins or antibodies inside patient cells, which are in turn secreted or active intracellularly. Moderna was founded in late 2010 by Flagship VentureLabs, also a Goodwin client. In 2013, Moderna entered into $240 million option agreement with AstraZeneca for messenger RNA Therapeutics, and Goodwin represented Moderna in that transaction as well.

The Goodwin team for Moderna was led by partners Kingsley Taft and Stuart Cable, with counsel Shaun Ryan and Sarah Solomon on option matters, partner Danielle Lauzon on corporate financing matters, and partner Bill Whitledge on tax matters.

The companies’ joint press release includes more information on the transaction.