Baker McKenzie advised Memo Therapeutics AG (“Memo Therapeutics”), a Swiss late-stage biotech company and its shareholders on the sale of Memo Therapeutics to global biopharmaceutical company Ipsen for a total potential consideration in excess of EUR 700 million and its related reverse carve-out transaction.

The definitive share purchase agreement provides for Ipsen to acquire all issued and outstanding shares of Memo Therapeutics, with the transaction centered on potravitug and its potential application in treating a serious complication in kidney transplant patients.

Memo Therapeutics shareholders will receive EUR 200 million on a cash-free and debt-free basis at closing, plus deferred payments tied to specified development, regulatory approval and sales-based milestones, bringing the total potential consideration to more than EUR 700 million.

As a condition precedent to closing, Memo Therapeutics will transfer assets and employees unrelated to "potravitug", Memo Therapeutics’ Phase II clinical-stage antibody targeting BK polyomavirus, to Memorises Bio, which will remain with its shareholders.

M&A partner Matthias Trautmann and life sciences partner Julia Schieber led the team, which consisted of Benedikt Rutscheidt (senior associate, M&A), Hesam Mirzai (senior associate, M&A), Laksanaporn (Namfon) Chaiyakam (associate, M&A), Daniel Jurcevic (associate, M&A), Natalie Meier (paralegal, M&A), Johanna Moesch (partner, data protection), Christoph Stutz (partner, employment), Andreas Becker (associate, employment), Elena Mani Solanes (associate, IP) as well as trainee lawyers Benjamin Wipfler, Grégory Sarbach, Aleksandra Marchewka, Lukas Bader and Helena Regli. 

About Memo Therapeutics AG
Memo Therapeutics is a late-stage biotech company developing antibody-based medicines for viral infections and cancer. Its lead program, potravitug, targets BKPyV infection in kidney transplant recipients and could become a first-in-class disease-modifying therapy. The company’s proprietary DROPZYLLA® technology enables high-throughput antibody discovery and recombinant polyclonal IgG development. 

About Ipsen 
Ipsen is a global biopharmaceutical company focused on Oncology, Rare Disease and Neuroscience. With a pipeline supported by internal and external innovation, Ipsen develops and delivers medicines to patients in more than 100 countries.