Celgene Corporation (NASDAQ: CELG), a New-Jersey-based corporation and Avila Therapeutics, Inc., a Massachusetts-based privately held biotechnology company developing targeted covalent drugs that treat diseases through protein silencing, today announced a definitive merger agreement under which Celgene Corporation will acquire Avila Therapeutics, Inc.

Dechert LLP is representing Celgene Corporation during the transaction with a team that includes partners James Marino and David Schulman, and associates Tony Chan, Jonathan Stott, Sarah Rivard and Rachel Bee (Corporate); partner Daniel Becker, counsel Thomas Rayski and associate Shirley Wang (Intellectual Property); partner David Jones and Shannon Rushing (Employee Benefits) ; and partner Michael Hirschfeld and associate Andrew Jensen (tax).

The transaction has been approved by the Board of Directors of each company and is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Under the terms of the merger agreement, Celgene will acquire Avila Therapeutics, Inc. for $350 million in cash, plus up to $195 million for milestones contingent upon the development and regulatory approval of AVL-292, as well as up to $380 million in potential milestone payments contingent upon the development and approval of candidates generated from the Avilomics platform.

Ranked as one of the leading law firms in the world for life sciences by nearly every league table and legal directory, Dechert has dedicated its resources, experience, and knowledge base to serving life sciences companies around the world. Recent transactions include representing Inhibitex in its pending $2.5 billion sale to Bristol-Myers Squibb and Adolor in its $415 million sale to Cubist Pharmaceuticals.