Chelsea N. Darnell

Pharmaceutical giant Eli Lilly & Co., advised by Paul Weiss Rifkind Wharton & Garrison LLP, on Monday announced that it has agreed to buy Goodwin Procter LLP-led biotechnology firm Orna Therapeutics Inc. in a deal where Orna shareholders could receive up to $2.4 billion in cash. Under the terms of the agreement, the purchase price includes an upfront payment and future payments based on the achievement of certain clinical development milestones, according to a Monday statement. Watertown, Massachusetts-based Orna is a biotechnology firm focused on engineering immune cells in vivo, or in a living organism. The company is advancing a new class of therapeutics that uses engineered circular RNA paired with novel lipid nanoparticles to help the patient's body generate cell therapies that can treat underlying diseases, according to the statement. Its lead program, called ORN-252, is a clinical trial-ready therapy that targets in vivo Chimeric Antigen Receptor T-cell (CAR-T) therapy designed to treat B cell-driven autoimmune diseases, the statement said. "Early autologous CAR-T studies have shown the promise of cell therapy for patients with autoimmune diseases, but the complexity, cost, and logistics of ex vivo approaches make it challenging to deliver these breakthroughs to the broader population of patients who need them," said Francisco Ramírez-Valle, Eli Lilly senior vice president and head of immunology research and early clinical development. "We look forward to working with Orna colleagues to potentially unlock an entirely new class of genetic medicines." According to the statement, current experiments show that Orna's circular RNA platform could deliver more durable expression of therapeutic proteins and unlock medicines "that are not feasible" with current RNA or cell therapy platforms. "At Orna, we believe our circular RNA technology paired with our best-in-class LNP delivery platform have the potential to unlock in vivo CAR-T therapies for patients across a wide range of B cell-driven autoimmune diseases," said Orna CEO Joe Bolen. "We are excited to join forces with Lilly, an industry leader in the development of patient-centric therapeutics to realize the full potential of these technologies." The Paul Weiss team advising Eli Lilly included partners Krishna Veeraraghavan, Chelsea Darnell, and Jeffrey D. Osterman. Full legal counsel information for the Goodwin team advising Orna was not immediately available Monday.

Feb 9

2 min

Paul, Weiss advised Starbucks Corporation in its response to the activist campaign by hedge fund Elliott Investment Management L.P. The Paul, Weiss team was led by corporate partners Kyle Seifried, Chelsea Darnell and Scott Barshay.

Aug 13

1 min

Kirkland & Ellis represented Vista Equity Partners, which announced today its definitive agreement to acquire Model N (NYSE: MODN), a leader in revenue optimization and compliance for pharmaceutical, medtech and high-tech innovators. Under the terms of the agreement, Vista will acquire all the outstanding shares of Model N common stock in an all-cash transaction valued at approximately $1.25 billion. The transaction is expected to close in mid-2024, subject to customary closing conditions, including shareholder approval and regulatory clearance. Upon completion of the transaction, Model N will become a privately held company and shares of Model N common stock will no longer be listed on any public market. Read more in Vista’s press release The Kirkland team was led by corporate partners David Klein, Daniel Wolf, Stuart Casillas, Ari Levi and Chelsea Darnell, and associates Julia Knafo, Jared Wolfson, Ben Jain and Conner O’Flaherty; technology & IP transactions partners John Lynn and Daisy Darvall; executive compensation partners Rohit Nafday and Anthony Ji; tax partners David Kung and Heidi Yuen; antitrust & competition partner Marin Boney; banking and financial services partner Edwin Del Hierro; debt finance partners Sonali Jindal and Douglas Tedeschi; employment & labor partner Bob Zitko and associate Abbi Semnisky; and healthcare and life sciences regulatory partners Dennis Williams and Robert Kantrowitz.

Apr 8

1 min

Paul, Weiss is advising quantum computing company IonQ on its approximately $1.8 billion cash-and-stock acquisition of semiconductor foundry SkyWater Technology. The combination will create a first-of-its-kind vertically integrated quantum platform delivering innovations for customers across the pharmaceutical, finance, and cloud and enterprise computing industries, among others. Following the close of the transaction, expected by the third quarter of 2026 subject to customary closing conditions, SkyWater will operate as a wholly owned subsidiary under the SkyWater name. The Paul, Weiss team is led by corporate partners Chelsea Darnell and Robert Kindler, and includes partners Timothy Cruickshank and Tony Rim; intellectual property partner Jonathan Ashtor; antitrust partners Scott Sher and Yuni Sobel; executive compensation partner Jean McLoughlin; and environmental partner Stefanie Gitler.

Jan 26

1 min

Paul, Weiss is advising Eli Lilly and Company in its acquisition of Orna Therapeutics, Inc., a biotechnology company dedicated to engineering immune cells in vivo. Under the terms of the agreement, Lilly will acquire Orna for up to $2.4 billion in cash, inclusive of an upfront payment and subsequent payments upon achievement of certain clinical development milestones. Orna is advancing a new class of therapeutics designed to allow the patient’s own body to generate cell therapies that can treat underlying disease. The Paul, Weiss team is led by partners Krishna Veeraraghavan, Chelsea Darnell and Jeffrey Osterman, and includes corporate partner Benjamin Goodchild; intellectual property partner Meggin Bednarczyk; tax partner Scott Sontag; executive compensation partner Jarrett Hoffman; real estate partner Peter Fisch and counsel Ruobing Chen; and litigation partner Elizabeth Weiswasser and counsel Audrey Paquet.

Feb 9

1 min