Press Release November 24, 2020

Merck To Acquire OncoImmune And Promising COVID Drug For $425 Million Upfront, Undisclosed Milestone And Sales-Based Payments, And $50 Million Investment In Spin-Out Entity

The Life Sciences team advised OncoImmune on its definitive agreement pursuant to which Merck (NYSE: MRK), through a subsidiary, will acquire all outstanding shares of OncoImmune for an upfront payment of $425 million in cash, plus payments contingent on the successful achievement of certain regulatory milestones, and additional payments based on sales of its lead product, known as CD24Fc or SACCOVIDTM, a fusion protein that has shown promising results in hospitalized patients with COVID-19. In addition, OncoImmune will spin-out certain rights and assets unrelated to its CD24Fc program to a new entity to be owned by the existing OncoImmune shareholders in which Merck will invest $50 million.

OncoImmune recently announced positive top-line findings from a Phase 3 study evaluating CD24Fc for the treatment of patients with severe and critical COVID-19. Interim analysis from 203 participants (75% of planned enrollment) indicated that patients with severe or critical COVID-19 treated with a single dose of CD24Fc showed a 60% higher probability of improvement in clinical status, as compared to placebo, and risk of death or respiratory failure reduced by more than 50%. The interim analysis shows safety and outstanding therapeutic efficacy of the drug, potentially representing a major breakthrough in COVID-19 therapy, according to OncoImmune’s press release on the findings.

OncoImmune is a Rockville, Maryland-based, privately-held, clinical-stage biopharmaceutical company that is actively engaged in the discovery and development of novel biopharmaceuticals for the treatment of cancer and autoimmune disease.

The Goodwin team was led by Adam Bellack, Laurie Burlingame, and Jake Hays, with Wenseng “Wendy” Pan leading China-related aspects of the deal. The team also included Amy Dau, Elisabeth Teixeira de MattosDaniel Karelitz, Josh Lake, Paul Jin, Sarah Bock, Natascha George, Grace Wirth, Tony Guan, Jennifer Fay, Lina Fernandez, Jacob Osborn, Justin Pierce, Steven Tjoe, Freddie Yip, Rui Miao, Nathan Brodeur, and Allyson Maur.

For more details, read the press release and articles in The Wall Street Journal, CNBC, and FierceBiotech.