Viatris’s Global Research and Development Collaboration with Idorsia

On February 28, 2024, Viatris Inc. (“Viatris”), a global healthcare company, and Idorsia Ltd (“Idorsia”) announced they have entered into agreements for a significant global research and development collaboration under which Viatris will receive exclusive global development and commercialization rights to two Phase 3 assets as well as the potential to add additional innovative assets in the future.

Under the terms of the agreements, the development programs and certain personnel for selatogrel, a potential life‑saving self‑administered medicine for patients with a history of heart attack, and cenerimod, a novel immunology asset that has the potential to be a first‑in‑class oral therapy for the treatment of the most common form of lupus, will be transferred to Viatris in exchange for an upfront payment to Idorsia of $350 million, potential development and regulatory milestone payments, and certain contingent payments of additional sales milestone payments and tiered royalties in the mid‑single to low‑double digit percentages on annual net sales. In addition to worldwide commercialization rights for both selatogrel and cenerimod (excluding, for cenerimod only, Japan, South Korea and certain countries in the Asia‑Pacific region), the agreements also provide Viatris a right of first refusal and a right of first negotiation for certain other assets in Idorsia’s pipeline. Cravath is representing Viatris in connection with the transaction.

The Cravath team is led by partner G.J. Ligelis Jr. and includes associates Ryan J. Wichtowski and Jeffrey C. Cole and foreign associate attorney Benedikt Hadorn on M&A matters; partner David J. Kappos, of counsel Christopher P. Davis and associate Sarah R. Brathwaite on intellectual property matters; partner J. Leonard Teti II, of counsel Kiran Sheffrin and associates Sonia Katharani‑Khan, Michael Pelle and Megan Samayoa on tax matters; partner Jonathan J. Katz, senior attorney Arian Mossanenzadeh and associate Nicholas J. Celli on executive compensation and benefits matters; partners Margaret T. Segall and Jesse M. Weiss and foreign associate attorney Aleine Obregón on antitrust matters; and partner George E. Zobitz and practice area attorney Alexander Gerten on corporate matters.