Press Release January 13, 2015

Goodwin Advises Moderna on $100M License and Collaboration Agreement, Equity Investment with Merck

Goodwin Procter attorneys advised Moderna Therapeutics on its announced license and collaboration agreement with Merck for the discovery and development of vaccines and passive immunity treatments against viral diseases using modified messenger RNA (mRNA). Valera, a Moderna venture focused on the development of mRNA vaccines and therapeutics to fight infectious disease, will lead the company’s work in the collaboration.

According to the agreement, Merck will make an upfront cash payment to Moderna of $50 million to give Merck the ability to utilize the granted licenses to commercialize five product candidates. Merck will also make a $50 million equity investment in Moderna. Moderna will be eligible for undisclosed per-product development and commercial milestones under the license as well as tiered royalties on commercial sales.

Goodwin recently advised Moderna on its $450 million fundraise, the largest-ever private biotech funding, in January 2015, as well as its January 2014 agreement with Alexion, its March 2013 agreement with AstraZeneca, and its November 2013 $110 million funding.

The Goodwin team advising Moderna was led by Stuart Cable and Kingsley TaftSarah Solomon led licensing matters, and John Mutkoski assisted on the financing.