The Life Sciences team advised Relay Therapeutics, Inc. (Nasdaq: RLAY) on its acquisition of ZebiAI.
Relay Therapeutics is a clinical-stage precision medicine company transforming the drug discovery process by combining leading edge computational, and experimental technologies.
ZebiAI is a pioneer in applying massive experimental DNA encoded library data sets to power machine learning for drug discovery (ML-DEL).
Together, Relay Therapeutics and ZebiAI aspire to accelerate the application of machine learning across the Dynamo™ platform to potentially fast-track the finding of novel medicines against intractable targets.
Under the terms of the merger agreement, Relay Therapeutics will pay $85 million upfront, comprised of $20 million in cash and $65 million in Relay Therapeutics common stock. ZebiAI stockholders are also eligible to receive up to an additional $85 million in platform and program-related milestone payments, payable in Relay Therapeutics common stock. Additionally, if Relay Therapeutics enters partnering or collaboration agreements related to ZebiAI’s platform, ZebiAI stockholders are eligible to receive 10% of the payments received within the next three years, up to an aggregate cap of $100 million payable in cash.
The Goodwin team consisted of Mitch Bloom, Bill Collins, Ed Amer, Marina Ahmad, Shivani Suhag, Nicole Fontes, and Taylor Harrison (M&A); Kathleen Kean, Yasee Zahedi, and Tina Zakhary (Licensing and Intellectual Property); Dan Karelitz and Nicole Spiteri (Tax); Gaby Morales-Rivera and Jason Goldfarb (Corporate); Kara Kuritz (Antitrust); Sarah Bock and Jeremy Slotnick (ERISA & Executive Compensation); Brad Smith and Patrick Maher (Employment); and with invaluable assistance from Robert Frederickson, Courtney Hetrick, Caroline Galiatsos, and Pamela Finan.