Ropes & Gray and Cooley advised on Eli Lilly and Company’s acquisition of Adverum Biotechnologies, Inc.

Under the terms of the merger agreement, Lilly will commence a tender offer to acquire all the outstanding shares of Adverum common stock for a per-share price of $3.56, payable in cash at closing, plus one non-transferrable contingent value right (CVR) that entitles the holder to receive up to an additional $8.91 in cash upon the achievement of two milestones for a potential per-share consideration of up to $12.47. In connection with the merger agreement, Adverum has entered into a promissory note with Lilly, which enables Adverum to receive a loan of up to $65 million from Lilly to support operations before the anticipated closing of the transaction.

Cooley advised Adverum Biotechnologies, a clinical-stage company pioneering the use of intravitreal gene therapy with the aim of preserving sight for life in highly prevalent ocular diseases, on its definitive agreement to be acquired by Eli Lilly and Company.

Lawyers Bill Roegge, Jason Kent, Addison Pierce, Ryan Genkin, Parth Bhatt, Jackson Alldredge, Susan Choy and Charlotte Yin led the Cooley team advising Adverum.

Ropes & Gray is advising Eli Lilly and Company in a definitive agreement to acquire Adverum Biotechnologies, Inc., including its lead product candidate, Ixo-vec. Ixo-vec, is a Phase 3 gene therapy designed to treat vision loss associated with wet age-related macular degeneration with a single intravitreal dose.

The deal was announced on Oct. 24. The Ropes & Gray team includes mergers & acquisitions Partner Emily Oldshue, finance Partner Dan Coyne, employment & benefits Partner Renata Ferrari, tax Partner Pamela Glazier, IP transactions partner Geoffrey Lin, business restructuring Partner Cristi Schwarzman, real estate Partner David Kaye, health care Partner David Peloquin and life sciences regulatory & compliance Partner Greg Levine.