The Daily Journal’s new Capital & Counsel newsletter highlighted Keker, Van Nest & Peters’ lead role in convincing a Delaware Chancery Court to dismiss a complaint by venture capital firm Cardinal Partners accusing a scientist and others of conspiring to divert valuable intellectual property from the $2 billion sale of Vividion Therapeutics to Bayer AG.
The investor argued that Vividion’s sale price was affected by the San Diego startup’s release of an exclusive license to a patent application, which the founding scientist subsequently licensed for commercialization by a separate life sciences startup company.
The court dismissed the case, concluding that because Bayer and Vividion had reached the $2 billion merger agreement regardless of the outcome of the patent negotiations, it was not “reasonably conceivable” that the defendants’ actions affected Bayer’s merger considerations.
“We think the complaint told a fanciful story that suffered from numerous legal defects and the chancellor recognized all of them,” said Keker partner Bailey Heaps, who represented the scientist, a researcher at the Scripps Research Institute in San Diego.
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 addition to Heaps, the Keker team in this case includes Jamie Slaughter, Laurie Carr Mims, Luke Apfeld, and Biz Heckmann.
Read the full report in the Daily Journal’s digital edition. (subscription required)