Fenwick & West represented Denali Therapeutics Inc. (NASDAQ: DNLI), a leading biopharmaceutical company developing a broad portfolio of therapeutic candidates for neurodegenerative diseases, in its option to acquire all outstanding shares in F-Star Gamma, a private limited liability company incorporated under the laws of England and Wales. The total consideration for the option exercise and expanded collaboration amounts to $24 million, plus any net cash held by F-Star at closing. In addition, Denali may make future contingent payments up to a maximum of $447 million upon the achievement of defined preclinical, clinical, regulatory and commercial milestones.
Denali’s acquisition is a result of a License and Collaboration Agreement entered with F-Star in August 2016 to support the development of and provide rights to intellectual property for Denali’s proprietary Transport Vehicle (“TV”) platform technology to deliver therapeutics across the blood-brain barrier (“BBB”). Through the acquisition, Denali plans to expand its collaboration with F-Star to discover, develop and commercialize therapeutic products enabled by F-Star’s intellectual property. More information about Denali’s acquisition of F-Star Gamma can be obtained from the company announcement.
The Fenwick team included corporate lawyers Matt Rossiter and Matthew Karwoski; technology transactions lawyer Jake Handy; and tax lawyer Will Skinner.