Tolero Pharmaceuticals to Be Acquired by Sumitomo Dainippon Pharma

On December 21, 2016, Sumitomo Dainippon Pharma, a pharmaceutical company based in Japan, announced that it has entered into an agreement to acquire Tolero Pharmaceuticals, a clinical-stage pharmaceutical company developing treatments for oncology and hematological diseases. Wilson Sonsini Goodrich & Rosati is representing Tolero Pharmaceuticals in the transaction.

Under the terms of the agreement, Sumitomo Dainippon Pharma will make an upfront payment of $200 million to the shareholders of Tolero upon the closing of the acquisition, and thereafter it will make development milestone payments of up to $430 million related to the compounds being developed by Tolero based on its progress. After the launch, Sumitomo Dainippon Pharma will also make commercial milestone payments up to $150 million based on the net sales of the compounds.

The transaction has been approved by both companies' boards of directors and is expected to close in February 2017, subject to the fulfillment of the terms and conditions of U.S. antitrust laws and the completion of statutory procedures, including approval from Tolero's shareholders.

The WSGR team representing Tolero Pharmaceuticals in the transaction includes:

Corporate:
Dan Koeppen
Patrick Anding
David Mashburn
Evan Kravitz

Technology Transactions:
Ian Edvalson

Regulatory:
David Hoffmeister
Jon Nygaard

Antitrust:
Paul Jin
Roisin Comerford

Employee Benefits and Compensation:
Scott McCall
Brandon Gantus

Tax:
Greg Broome
Devin Heckman

Employment Litigation:
Rebecca Stuart
Briza Sanchez

For more information, please see Sumitomo Dainippon Pharma's press release.