Keker, Van Nest & Peters won a significant victory today in Delaware Chancery Court, which dismissed with prejudice Cardinal Partners’ claims against Vividion Therapeutics’ founding chemist stemming from the company’s $2 billion sale to Bayer.
The court rejected allegations that the Scripps Research Institute scientist (and other former board members and related entities) diverted valuable intellectual property or otherwise undermined the merger, and dismissed claims of breach of fiduciary duty, aiding and abetting, fraud, and unjust enrichment in their entirety, bringing the case to a close.
“Our client is a distinguished member of the scientific community who has gone about his work, both as a scientist and as an entrepreneur, in a forthright manner,” Keker partner Bailey Heaps said. “We’re grateful the court recognized that Cardinal’s various theories of wrongdoing were ‘not reasonably conceivable.’”
Cardinal owned 12.5% of Vividion before the Bayer sale and accused our client and the co-defendants of “surreptitiously removing some of that intellectual property from the assets Bayer would have paid to acquire in the transaction,” reducing the merger payout. The court rejected that theory.
Chancellor Kathaleen St. Jude McCormick’s 15-page opinion said: “The renegotiations of the license agreement occurred after the parties fixed the merger consideration. And the merger agreement provided that those renegotiations would not affect the merger consideration. The plaintiff thus fails to allege that the individual defendants’ actions affected merger price or process in any way.”
In October 2024, Keker won a summary judgment decision for the same client in a similar suit brought by the same plaintiff in San Diego Superior Court.
In addition to Heaps, the Keker team in this case includes Jamie Slaughter, Laurie Carr Mims, Luke Apfeld and Biz Heckmann.
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