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m law group advises Alnylam Pharmaceuticals in major alliance with Roche


  • Roche gains access to Nobel Prize winning technology for drug discovery and development.
  • Alnylam’s site in Germany to become Roche’s “Center of Excellence for RNAi Therapeutics”.
  • Alnylam to receive USD 331 million in upfront payments and equity investment.

On July 9, 2007, Roche Holding AG and Alnylam Pharmaceuticals, Inc. (Boston, Massachusetts) announced that they have entered into a major alliance in which Roche obtains access to Alnylam’s technology platform for developing RNAi (RNA interference) therapeutics. The alliance will initially cover four therapeutic areas: oncology, respiratory diseases, metabolic diseases and certain liver diseases.

In addition, Roche will acquire Alnylam’s European research site located in Kulmbach, Germany (Bavaria), subject to regulatory approval. This site will become Roche's Center of Excellence for RNAi therapeutics discovery.  

The alliance could be valued at over USD 1 billion in consideration of upfront payments, potential product milestone payments for multiple products and field expansion payments, excluding potential royalties on future sales of commercial products. Under the terms of the agreement, Roche will pay Alnylam USD 331 million in upfront cash payments and equity investment, including 1,975 million shares of Alnylam common stock Roche Venture Fund agreed to purchase at USD 21.50 per share, representing just less than five percent of Alnylam’s outstanding common stock.

m law group acted as German Counsel for Alnylam on this transaction.  

Counsel to Alnylam:
German Counsel: m law group: Rainer Kreifels (Lead, Corporate), Dr. Florian Anselm (Corporate), Diana Massa (Corporate), Dr. Florian von Baum (IP), Henno Groell (IP), Manfred Schmid (Labor & Employment).

US Counsel: WilmerHale: Steven Singer (Lead, Partner, Licensing), Jeff Hermanson (Partner, Corporate), Pete Handrinos (Partner, Securities Law), Lia Der Marderosian (Partner, Securities), Jan Heithecker (Partner, Antitrust), Soojin Chung (Counsel, Licensing), Carolyn Bektas (Counsel, Securities Law), Janet Ridge (Counsel, Antitrust) Elisabeth Akehurst-Moore (Associate, Corporate), Robb D´Ambruoso (Associate, Corporate), Brooke Manfredi (Associate, Corporate), Carl Petschek (Associate, Corporate).
In-House Counsel: Philip Chase (General Counsel, VP Legal).
Counsel to Management Board of Alnylam Europe AG: Rödl & Partner, Munich: Dr. Oliver Schmitt, D.E.A (Corporate), Dr. Ralph Egerer (IP Recht).
Auditor (for the Value Certificate of Contributed Assets): Rödl & Partner, Nürnberg: Oliver Hecking.  

Counsel to Roche  
German Counsel: Gleiss Lutz, Stuttgart: Dr. Michael Arnold (Lead, Partner, Corporate/M&A), Dr. Gerhard Wirth (Partner, Corporate/M&A),Dr. Felix Born (Associate, Corporate), Dr. Peter Wohlgemuth (Corporate/M&A) Dr. Steffen Krieger (Associate, Labor & Employment), Dr. Achim Dannecker (Partner, Tax), Dr. Alexander Werder (Partner, Tax) Dr. Matthias Karl (Partner, Antitrust).
US Counsel: Davis Polk Wardwell, New York: Nancy L. Sanborn, Vijay Shroff, Michael Segall.
In-House Flavia Canali (Corporate Law, Basel)

Practice Areas: Corporate & Compliance, Business & Technology Transactions, Labour & Employment
Industry: Life Science & Biotech