Kirkland & Ellis LLP advised Bristol-Myers Squibb Company (NYSE:BMY) on two individual agreements with ViiV Healthcare, a global HIV company, to divest its pipeline of investigational HIV medicines consisting of a number of programs at different stages of discovery, preclinical and clinical development. Under these agreements, ViiV will pay to Bristol-Myers Squibb upfront payments totaling $350 million with potential development and regulatory milestone payments of up to $518 million for the clinical assets and up to $587 million for the discovery and pre-clinical programs. Once products are approved and commercialized, ViiV Healthcare will pay tiered royalties. Additionally, ViiV Healthcare will pay sales-based milestone payments of up to $750 million for each of the clinical assets and up to $700 million for each of the discovery and pre-clinical programs. Completion of the divestiture is expected during the first half of 2016, subject to customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The full release can be found here.
The Kirkland team was led by corporate partners Sean Rodgers, John Kupiec and Daniel Wolf; and intellectual property partner Lisa Samenfeld.