Alnylam Pharmaceuticals has announced today the acquisition of Merck’s wholly owned subsidiary Sirna Therapeutics, Inc., comprising intellectual property and RNAi assets including pre-clinical therapeutic candidates, chemistry, siRNA-conjugate and other delivery technologies.
“We are excited to enter this agreement with Merck. We believe the acquisition of Sirna Therapeutics will complement and extend our own progress and continued focus on RNAi therapeutics, including siRNA-conjugate technologies,” said John Maraganore, Ph.D., Chief Executive Officer of Alnylam. “Indeed, we believe that the acquisition of Merck’s RNAi technologies and intellectual property will further our efforts to build a new class of medicines, advancing them to patients in need.”
Under the agreement, in exchange for acquiring the stock of Sirna Therapeutics, Alnylam will pay Merck an upfront payment of $175 million in cash and equity ($25 million cash/$150 million in Alnylam common stock). In addition, Merck is eligible to receive up to $105 million in developmental and sales milestone payments per product, as well as single-digit royalties, associated with the progress of certain pre-clinical candidates discovered by Merck. Merck is also eligible to receive up to $10 million in milestone payments and single-digit royalties on Alnylam products covered by Sirna Therapeutics’ patent estate.
“Scientists at Merck have made important contributions to the advancement of RNAi therapeutics particularly in the design and engineering of RNAi molecules with enhanced drug-like properties,” said Iain D. Dukes, Senior Vice President Business Development & Licensing, Merck Research Laboratories. “We believe this agreement positions Sirna Therapeutics’ therapeutic RNAi assets with a company that has the focus and commitment necessary to harness their potential. This is consistent with our strategy to reduce emphasis on platform technologies and prioritize our R&D efforts to focus on product candidates capable of providing unambiguous promotable advantages to patients and payers.”
Merck built upon the acquisition of Sirna Therapeutics with technologies that will now be integrated into Alnylam’s platform for delivery of RNAi therapeutics. These include multiple granted patents and a range of chemistry, siRNA-conjugate and other delivery technologies for application to RNAi therapeutics. In addition, the Sirna Therapeutics assets include certain pre-clinical candidates.
The transaction is subject to customary closing conditions, including the requirements under the Hart Scott-Rodino Antitrust Improvements Act.