Orrick is advising Otsuka Pharmaceutical Co. (“Otsuka”), a major Japanese pharmaceutical company, on its acquisition of Neurovance, Inc., a Massachusetts-based privately held, venture-funded, clinical stage pharmaceutical company focused on the development and commercialization of innovative therapies for attention-deficit hyperactivity disorder and related disorders.
Under the terms of the merger agreement, Otsuka will provide $100 million in upfront payments at closing, up to $150 million in additional payments contingent on the achievement of development and approval milestones, and future additional payments contingent on the achievement of sales milestones. Following the consummation of the transaction, Neurovance will be an indirect wholly-owned subsidiary of Otsuka.
The Orrick team advising on this transaction was led by partner Hiroshi Sarumida and included partners King Milling and Antony Pfeffer and associate David Ruff. Additional assistance was provided by Maria Bergenhem (corporate), Mitch Pahl and Elizabeth Harris (employee benefits), Elizabeth Gardner (IP), John Narducci and James Larkin (tax), Alex Okuliar and Patricia Zeigler (antitrust) and Harry Clark (international trade and compliance). Hiroshi has previously advised Otsuka in its $3.5 billion acquisition of Avanir Pharmaceuticals and its $886 million acquisition of Astex Pharmaceuticals.