Evan Lazerowitz

Cooley advised long-time biotech client, Gamida Cell Ltd., and its wholly-owned subsidiary, Gamida Cell Inc. (collectively, the “Company”), in the Company’s global restructuring through a novel use of debt arrangement proceedings in Israel combined with Chapter 15 and 11 proceedings in the United States. 

Cooley advised Blue Owl Capital, a top asset manager that is redefining alternatives, on its strategic investment – consisting of a nondilutive, nonrecourse royalty-backed loan of up to $140 million – in XOMA Corporation, a biotechnology royalty aggregator playing a distinctive role in helping biotech companies achieve their goal of improving human health.

Boston – April 4, 2023 – Cooley advised Scorpion Therapeutics on its exclusive license agreement with Pierre Fabre to co-develop and commercialize STX-721 and STX-241. Lawyers Christophe Beauduin, Carly Robinson, Michael Klein, Evan Lazerowitz and Aaron Pomeroy led the Cooley team.

The exclusive collaboration and license agreement granted Pierre Fabre a royalty-bearing license to develop and commercialize STX-721 and STX-241, two next-generation mutant epidermal growth factor receptor (EGFR) inhibitors for patients with EGFR-mutant non-small cell lung cancer. Scorpion will lead clinical development of STX-721, and Pierre Fabre will lead clinical development of STX-241. Scorpion will retain commercialization rights to STX-721 and STX-241 in the US, Canada and Japan, while Pierre Fabre will be responsible for commercialization activities in all other territories – with a focus on Europe and China.

Under the terms of the agreement, Scorpion will receive a combined $65 million from an upfront payment and achievement of near-term milestones – and will be eligible to receive up to a total of $553 million in potential milestone payments. In addition, Pierre Fabre will pay Scorpion tiered percentage royalties on a licensed product-by-licensed product basis, ranging from mid-single to mid-teens based on annual net sales of each licensed product in territories excluding the US, Canada and Japan. Scorpion will pay Pierre Fabre tiered percentage royalties based on a licensed product-by-licensed product basis, ranging from low-single to low-double digits on annual net sales of each licensed product in the US. The companies will share global development expenses based on a pre-specified cost-sharing arrangement.

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Cooley has been representing the Official Committee of Unsecured Creditors of Mallinckrodt during Mallinckrodt’s ongoing bankruptcy proceedings, in which the pharmaceutical company’s Chapter 11 plan of reorganization was recently confirmed after a contentious multiweek trial, marking a defining moment in the case. Cooley partners Cullen Speckhart, Ian Shapiro, Philip Bowman, Michael Klein, Cathy Hershcopf and Jonathan Kim led the team advising the Official Committee of Unsecured Creditors.