Galapagos to Collaborate With Gilead Sciences on Ouro Medicines Assets

Paul, Weiss is advising biotechnology company Galapagos on a research and development collaboration with Gilead in connection with Gilead’s acquisition of privately held biotechnology company Ouro Medicines, which focuses on developing T cell engager therapies for autoimmune diseases. Under the terms of the deal, Gilead will acquire all of Ouro Medicines’ outstanding equity for $1.675 billion in cash and up to $500 million in contingent milestone payments.

Under the Gilead-Galapagos collaboration, Galapagos will pay 50% of the upfront consideration for Ouro Medicines and 50% of any contingent milestone payments to Ouro Medicines shareholders. Additionally, Gilead and Galapagos will collaborate on the development of Ouro’s OM336, a clinical stage T cell therapy for severe inflammatory and autoimmune diseases. Gilead will retain sole worldwide commercialization rights for the treatment outside of Greater China, and will pay Galapagos royalties of 20%-23% of net sales, among other terms.

The Paul, Weiss team is led by partners Krishna Veeraraghavan, Benjamin Goodchild, Jeffrey Osterman and Bonnie Chen, and includes corporate partner Benjamin Wilkinson; intellectual property partner Meggin Bednarczyk and counsel Phil Grudzina; antitrust partners Nicole Kar, Henrik Morch and Lauren O’Brien; tax partner Brian Krause; executive compensation partner Arian Mossanenzadeh; environmental partner Stefanie Gitler; real estate partner Ida Nowaid; and litigation counsel Natalie Kennedy.