Biotech Briefings

Ryan A. Murr

Ryan A. Murr

Partner, San Francisco

[email protected]

+1 415.393.8373

Ryan Murr is a nationally ranked, leading practitioner in the life sciences industry, advising companies and investors across a range of transactions. Ryan currently serves as co-chair of Gibson Dunn’s Life Sciences Practice Group, as well as co-partner-in-charge of the firm’s San Francisco office. Previously, he served as a member of the firm’s Executive Committee and Management Committee.

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Gibson Dunn and BCLT Host a Webcast Series on Royalty Finance, the UCC, and Issues of Recharacterization

| Posted by Todd J. Trattner; Ryan A. Murr; Topic(s): Royalty Finance

Gibson Dunn has partnered with the UC Berkeley Center for Law & Technology on a three-part webcast series that discusses issues originally raised in a Law 360 article on royalty financing written by partners Todd Trattner and Ryan Murr.

In the series, partners Todd Trattner, Ryan Murr, Jin Hee Kim, and Jeffrey Krause and associates Kali Jelen, Anthony Hajj, and Michael Farag provide an in-depth exploration of royalty finance, looking at synthetic royalties, the treatment of synthetics under the UCC, and the risks of a sale of a synthetic royalty being recharacterized as a loan in bankruptcy.

The series is designed to educate biotechnology stakeholders (investors, entrepreneurs, companies, and their attorneys) on best practices for monetizing and investing in a synthetic royalty so that they can embark on such transactions with greater certainty.

To access the series, visit:

You can watch the series for free using the code “BCLT-GD” at checkout.

“Deal Lawyers Download” Podcast: Shell Companies and Reverse Mergers

| Posted by Ryan A. Murr; Branden C. Berns; James Moloney; Topic(s): Reverse Mergers

Listen to Ryan Murr, Branden Berns, and James Moloney discuss reverse mergers and how recent actions by the SEC have influenced the ways that reverse mergers are structured and the implications of those actions for those companies considering a reverse merger on the “Deal Lawyers Download” podcast produced by DealLawyers.com.

Listen here (subscription required).

Royalty Report: Royalty Finance Transactions in the Life Sciences 2020-2024

| Posted by Todd J. Trattner; Ryan A. Murr; Topic(s): Royalty Finance; Trends and Insights

This Royalty Report provides an analysis of publicly reported royalty finance transactions for the last five years (2020 to 2024) in the life sciences sector, focusing on both traditional and synthetic royalty transactions. Traditional royalty transactions encompass monetizations of royalties under existing license agreements. Synthetic royalty transactions involve the sale of a portion of future product sales, rather than the sale of an existing future royalty entitlement.

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Life Sciences Securities Litigation Insights: Even Marketing Materials Can Subject Issuers to Securities Fraud Claim

| Posted by Ryan A. Murr; Branden C. Berns; Jeff Lombard; Jessica Valenzuela; Brian M. Lutz; Craig Varnen; Monica K. Loseman Topic(s): Securities Litigation

Case Highlights:

On May 7, 2024, a federal district court dismissed securities fraud claims brought against a pharmaceutical company related to a marketing slogan used to promote the company’s drug.  At issue in Sneed v. AcelRx Pharms., Inc. (“Sneed”)[1], was AcelRx Pharmaceuticals, Inc.’s (“AcelRx”) marketing slogan, “Tongue and Done,” used to promote its FDA-approved drug DSUVIA, an opioid painkiller.  AcelRx had presented the “Tongue and Done” slogan on its website, among other places, to highlight the ease of administering DSUVIA (i.e., sublingually) compared to other opioid painkillers, which are administered either orally (which requires a patient’s ability to swallow) or via intravenous injection.

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Key Takeaways: Life Sciences 2025 Outlook: Capital Markets Webcast (March 19)

| Posted by Ryan A. Murr; Branden C. Berns; Melanie E. Neary; Anika Gidwani Topic(s): Capital Markets; Trends and Insights

Melanie Neary, Branden Berns, and Ryan Murr of Gibson Dunn, along with Bud O’Hara of Jefferies, hosted a Life Sciences 2025 Outlook: Capital Markets webcast on Wednesday, March 19, 2025, breaking down capital market trends, deal activity, and industry expectations for life sciences in 2025.

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Introducing the Royalty Finance Tracker

| Posted by Todd J. Trattner; Ryan A. Murr; Topic(s): Royalty Finance; Trends and Insights

Dear friends and colleagues,

We are excited to introduce the Gibson Dunn Royalty Finance Tracker (https://www.gibsondunn.com/royalty-finance-tracker/) in conjunction with the launch of Biotech Briefings, where we have compiled all publicly announced royalty finance transactions amongst the most active funds that have occurred since January 1, 2020.

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Key Takeaways: Life Sciences 2025 Outlook: Royalty Finance Webcast (March 12)

| Posted by Todd J. Trattner; Ryan A. Murr; Topic(s): Royalty Finance; Trends and Insights

Todd Trattner and Ryan Murr of Gibson Dunn and Doug Prescott of TD Cowen hosted a Life Sciences 2025 Outlook: Royalty Finance webcast on Wednesday, March 12, in which they provided an integrated outlook on royalty finance in the life sciences industry, identifying trends and uncertainties that will shape the year ahead.

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Join us: Life Sciences 2025 Outlook: Capital Markets Webcast (March 19)

| Posted by Ryan A. Murr; Branden C. Berns; Melanie E. Neary; Topic(s): Capital Markets; Trends and Insights

You’re invited! Please join Ryan Murr, Branden Berns and Melanie Neary of Gibson Dunn and Bud O’Hara of Jefferies for a Life Sciences 2025 Outlook: Capital Markets webcast on Wednesday, March 19 from 1 – 1:45 pm ET / 10 – 10:45 am PT. We will provide an integrated outlook on capital markets in the life sciences industry, identifying trends and uncertainties that will shape the year ahead.

Register Here

Introducing Biotech Briefings

| Posted by Branden C. Berns; Aaron K. Briggs; Jane M. Love, Ph.D.; Mary Beth Maloney; Ryan A. Murr; Melanie E. Neary; John D.W. Partridge; Karen A. Spindler; Eric J. Stock; Todd J. Trattner; Stephen Weissman; Topic(s): Trends and Insights

Dear friends and colleagues,

We are excited to introduce Biotech Briefings, providing Gibson Dunn’s commentary and perspectives on the legal, business, and regulatory issues shaping the life sciences industry.

From groundbreaking developments in biopharma, medical devices, and diagnostics to the evolving landscape of IP, FDA and SEC regulation, Biotech Briefings delivers timely insights for companies, investors, and industry stakeholders.

Stay tuned for expert analysis on:

  • Key FDA, FTC & SEC developments
  • M&A, financing & strategic partnerships
  • Market dynamics shaping investment & innovation

We invite you to follow along for actionable insights at the crossroads of law, business, and science.

The Gibson Dunn Life Sciences Team

Delaware Court of Chancery Opines on the Meaning of “Commercially Reasonable Efforts” in a Pharmaceutical Earn-Out Provision

| Posted by Ryan A. Murr; Karen A. Spindler; Todd J. Trattner; Topic(s): Delaware Law; M&A

Observations and drafting suggestions for CRE terms in merger agreements, licenses, and royalty purchase agreements.

On April 30, 2024, the Delaware Court of Chancery held that the buyer in a life sciences merger and its successor had not breached their contractual obligations under an earn-out provision to use commercially reasonable efforts (“CRE”) to achieve regulatory approvals for a pharmaceutical product. In Himawan, et al. v. Cephalon, Inc., et al., Vice Chancellor Glasscock found that the merger agreement’s definition of CRE for purposes of the earn-out provision, which referred to the efforts of a company with substantially the same resources and expertise as the buyer, required the Court to analyze whether a reasonable actor faced with the circumstances would continue to pursue the development of a drug that had failed to meet one of its co-primary endpoints in an earlier clinical trial.[1]

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Life Sciences Review and Outlook – 2024

| Posted by Ryan A. Murr; Branden C. Berns; Todd J. Trattner; Karen A. Spindler; Melanie E. Neary; Topic(s): Trends and Insights

This update provides a recap of 2023 highlights for capital markets, M&A activity, royalty finance transactions and clinical funding arrangements, along with expectations for 2024.

The past five years have been particularly tumultuous in the biopharma sector. Strong capital markets and M&A activity into early 2020 were whipsawed during the pandemic, with equity valuations climbing significantly through early 2021 before dropping dramatically through the fourth quarter of 2023.

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Webcast: Raising Capital in the Current Environment V: ATM Programs and Rights Offerings

| Posted by Ryan A. Murr; Branden C. Berns; Topic(s): Capital Markets

In the current equity capital markets environment, innovative offerings that avoid massive dilution can be advantageous. ATM offering programs provide public companies an efficient means of raising capital over time by allowing a company to tap into the existing trading market for its shares on an as-and-when-needed basis. Rights offerings allow public companies to raise capital while offering all current shareholders the opportunity to participate equally, thereby allowing each shareholder to avoid objectionable dilution when trading prices are relatively low.

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