Fenwick Represents OncoGenex Pharmaceuticals in its Definitive Agreement to Merge with Achieve Life Science

By: Alan C. Smith, Kee Bong Kim, Ryan M. McRobert, Shawn E. Lampron, Marshall Mort, Robert A. Freedman, Amanda L. Rose, Daniel M. Becker, M.D., Stefano Quintini, Yun-Chia (Sophia) Chen, Ph.D., Amy Manning, Julia Ushakova-Stein

Fenwick & West represented OncoGenex Pharmaceuticals, Inc. (NASDAQ: OGXI), a publicly held oncology biopharmaceutical company, in its definitive merger with Achieve Life Science, Inc., a privately held specialty pharmaceutical company. Upon completion of the proposed merger, Achieve’s equity holders are expected to own 75% of the combined company’s outstanding shares and current stockholders of OncoGenex are expected to own the remaining 25% of the combined outstanding shares.

The proposed merger will create a clinical-stage company focused on clinical and commercial development of cytosine, a selective nicotine receptor partial agonist currently in late-stage development for smoking cessation.

The Fenwick transaction team included corporate lawyers Alan Smith, Kee Kim, Matthew Karwoski, Ryan McRobert, Brady Douglas and Taylor Cashwell; executive compensation and employee benefits lawyers Shawn Lampron, Glenn Borromeo, Marshall Mort, and Hans Andersson; securities lawyer Robert Freedman and Amanda Rose; technology transactions lawyers Dan Becker, Stefano Quintini, Chris Ullsperger, Phillip Decker, Sophia Chen and Amy Manning; and tax lawyers Michael Solomon and Julia Ushakova-Stein.

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