On June 10, 2019, Merck, a leading global biopharmaceutical company, announced that it has entered into a definitive agreement to acquire Tilos Therapeutics, a privately held biopharmaceutical company developing therapeutics targeting the latent TGFβ complex for the treatment of cancer, fibrosis, and autoimmune diseases. Under the terms of the agreement, Merck, through a subsidiary, will acquire all outstanding shares of Tilos for total potential consideration of up to $773 million, including an upfront payment as well as contingent milestone payments. Wilson Sonsini Goodrich & Rosati is representing Tilos Therapeutics in the transaction.

Tilos was founded by Boehringer Ingelheim Venture Fund and Partners Innovation Fund, based on discoveries by the laboratory of Dr. Howard Weiner at Brigham and Women's Hospital and Harvard Medical School. Additional investment was provided by ShangPharma Innovation Fund.

The Wilson Sonsini team advising Tilos Therapeutics in the transaction includes the following attorneys:

Corporate/M&A:
Mark C. Solakian, Partner
Jason M. Skolnik, Partner
Jennifer Fang, Associate
Priyanka W. Nawathe, Associate

Technology Transactions:
Farah B. Gerdes, Partner
Jacki Lin, Associate

Employee Benefits and Compensation:
Scott T. McCall, Partner
Michael D. Klippert, Associate
Joseph E. Cho, Associate

Tax:
Jonathan Zhu, Partner
Derek E. Wallace, Of Counsel

Employment Law:
Matthew D. Gorman, Associate
Neil Gulyako, Associate

FDA/Healthcare Law:
David M. Hoffmeister, Partner

Antitrust:
Christopher A. Williams, Of Counsel
Ryan S. Maddock, Associate

For more information, please see Merck's press release.