Ryan Murr is Co-Partner-in-Charge of the San Francisco office of Gibson, Dunn & Crutcher, where he serves as a member of the firm’s Corporate Department, with a practice focused on representing leading companies and investors in the life sciences and technology space. Mr. Murr currently serves as a Co-Chair of the firm’s Life Sciences Practice Group and previously served as a member of the firm’s Executive Committee and Management Committee.
Mr. Murr represents public and private companies and investors in the biotechnology, pharmaceutical, technology, medical device and diagnostics industries in connection with securities offerings and business combination transactions. In addition, Mr. Murr regularly serves as principal outside counsel for publicly traded companies and private venture-backed companies, advising management teams and boards of directors on corporate law matters, SEC reporting, corporate governance, licensing transactions, and mergers & acquisitions.
Recognized by Chambers USA and Chambers Global in the area of Life Sciences, clients describe Mr. Murr as “creative and smart” and someone who “gets the better of the other side.”
Legal Media Group (Euromoney) has ranked Mr. Murr nationally as a “Star” in Life Sciences in the areas of Corporate, Licensing & Collaboration, Mergers & Acquisitions and Venture Capital. Mr. Murr has been nominated on three occasions by LMG Life Sciences as “Corporate Attorney of the Year” for North America.
Mr. Murr has served as a member of the American Bar Association’s Mergers and Acquisitions Subcommittee and is active in advising various not-for-profit entities in the San Francisco Bay Area.
Capital Markets Experience
Mr. Murr regularly represents issuers in a range of capital markets transactions, including initial public offerings, private placements (ranging from early-stage investments to crossover rounds and PIPEs), follow-on equity financings and debt financings. Mr. Murr has deep experience with a range of financing transaction structures beyond traditional underwritten offerings, including at-the-market offerings, rights offerings, PIPEs, and equity lines. Recent transactions have included initial public offerings for Rain Therapeutics, Shattuck Labs, Progenity, Inc. and 89bio, Inc. Over the past five years, Mr. Murr has led approximately 60 issuer-side equity offerings for life sciences companies, raising over $5 billion in gross proceeds during that time.
Mr. Murr also regularly represents investors in the life sciences and technology space, including private equity funds, hedge funds, and venture capital funds. Financing transactions have included public and private offerings ranging from passive investments to bespoke control structures and spin-outs.
Representative M&A Transactions
Mr. Murr regularly advises pharmaceutical, biotechnology, technology, and medical device and diagnostic companies in connection with significant strategic transactions, including tender offers, public and private mergers, and stock and asset purchases. Noteworthy engagements have included the following acquisitions and dispositions:
- The acquisition of Ortho Clinical Diagnostics for $6 billion by Quidel Corp.
- The representation of Gilead Sciences in the acquisition of MYR GmbH for €1.15 billion, plus contingent consideration.
- The representation of MoonLake Immunomedics in a de-SPAC merger with Helix Acquisition Corp.
- The acquisition of Tetraphase Pharmaceuticals, Inc. for cash and a contingent value right in a topping bid made by La Jolla Pharmaceutical Company.
- The acquisition of Zyla Life Sciences by Assertio Therapeutics in a stock-for-stock merger.
- Numerous reverse merger transactions with concurrent PIPE financings, including:
- Eledon Pharmaceuticals (Novus Therapeutics and Anelixis Therapeutics)
- Cogent Biosciences (Kiq Bio and Unum Therapeutics)
- Viridian Therapeutics (Viridian Therapeutics and Miragen Therapeutics)
- Astria Therapeutics (Quellis Biosciences and Catabasis Pharmaceuticals)
- Rocket Pharmaceuticals (Rocket Pharmaceuticals and Inotek Pharmaceuticals).
- The acquisition and in-license from Novartis and Roche of assets and intellectual property rights to their RNAi platforms.
- The representation of Lazard as financial advisor in multiple transactions, including Alexion’s acquisition of Synageva for $8.3 billion.
- Sale of US WorldMeds CNS product portfolio to Supernus Pharmaceuticals for $530 million.
- Sale of La Jolla Pharmaceutical Company to Innoviva in a cash tender offer.
- Sale of NUCYNTA product franchise to Collegium Pharmaceutical for $375 million.
- Carveout sale of a cell therapy manufacturing facility sold to a global contract development and manufacturing company (CDMO) for $100 million.
- The sale of more than $2 billion in royalty interests to marketed pharmaceutical products.
- The successful defense of Depomed (Assertio) in the attempted hostile takeover by Horizon Pharma Plc, initially valued by Horizon at $3 billion.
- The representation of Ultragenyx Pharmaceutical in its sale of two a Rare Pediatric Disease Priority Review Vouchers awarded by the U.S. Food and Drug Administration.
- The representation of Assertio Therapeutics in a licensing and collaboration transaction involving the commercialization of certain specialty pharmaceutical products.
- The representation of Silicon Graphics International (SGI) in the sale to Hewlett Packard Enterprise.
- The sale of global rights to an approved antiviral drug approved for use in the hospital setting.
- Strategic collaboration and license agreement in the cardiovascular space, coupled with an equity investment, valued at more than $670 million.
Royalty Financing Transactions
Mr. Murr also has significant experience in royalty-based financing transactions, representing both purchasers and sellers of royalty entitlements, including synthetic royalty financing transactions. These engagements have included representing marketers of pharmaceutical products, licensors and academic institutions, royalty investment funds and hedge funds in a range of royalty-based financing transactions and structures.
Notable royalty-based financing transactions have included the following:
Synthetic Royalty Financings
- Purchase of a $315 million synthetic royalty interest in Zynlonta, an antibody therapy to treat B-cell lymphoma.
- Synthetic royalty financing for Spero Therapeutics covering multiple products for up to $125 million.
- Pre-approval synthetic royalty financing for CTI BioPharma with concurrent term loan for total proceeds of up to $135 million.
- Multiple synthetic royalty financing transactions for BioCryst Pharmaceuticals, Inc. with a concurrent term loans for total proceeds of $675 million.
- Purchase of synthetic royalty interest in a marketed urology drug for $75 million.
- Synthetic royalty financing selling a $125 million interest in Giapreza, a marketed drug to increase blood pressure for patients with septic or other distributive shock.
- Milestone-based financing facility of $100 million for clinical-stage dermatology assets.
Purchases and Sales of Royalty Interests
- Sale of royalty interest in Xtandi for $1.145 billion, which was the largest monetization transaction at that time by an academic institution.
- Sale of royalty interest in Olpasiran at Phase 2 for up to $410 million ($250 million upfront plus $160 million in milestones).
- Sale of royalty interest in Erleada.
- Purchase of royalty interest in Oxlumo for up to $240 million.
- The purchase of a royalty interest in Gavreto for up to $340 million.
- The purchase of royalties for three marketed pharmaceutical products in two transactions for up to $215 million.
- Sale of European royalty rights to Crysvita for $320 million and the subsequent sale of a portion of the North American royalty rights for $500 million.
- Acquisition of royalty entitlements to Edurant and Complera, two approved products for the treatment of HIV.
Recognition and Rankings
- Best Lawyers in America 2023: Recognition for both Biotechnology and Life Sciences Practices.
- Chambers USA: Life Sciences: Corporate/Commercial – USA: Nationwide. Client feedback includes the following commentary: “creative and smart” and someone who “gets the better of the other side” (2019). Murr is “extremely smart and experienced” and “his expertise and knowhow within life sciences has proven extremely valuable” (2020). “He provides really practical advice and great business judgment . . . a terrific lawyer” (2021).
- Chambers Global: Life Sciences: Corporate/Commercial in USA. One of 16 attorneys in the United States ranked in the Chambers Global guide for life sciences.
- IFLR1000: Rated “Highly Regarded” in California for Capital Markets (the only practitioner in California receiving this ranking in Life Sciences).
- LMG Life Sciences: Rated a “Star” in the areas of Corporate, Licensing & Collaboration, Mergers & Acquisitions, Venture Capital. Nominated three times as “Corporate Attorney of the Year” for North America.
- Expert Guides: Best of the Best USA (Top 30) Life Sciences
- Recognized by Business Insider as one of 13 “power-player lawyers” advising life sciences companies.
Select Presentations and Press
- Speaker, “How Boards Should Handle Securities Compliance, Corporate Governance and M&A,” Directors Roundtable (Palo Alto)
- Moderator, “SEC Up-close”, Gibson Dunn Webinar (San Francisco)
- Speaker, “Raising Capital in the Current Environment: ATM Programs and Rights Offerings”, Gibson Dunn Webinar (San Francisco)
- “Big Suits – Depomed v. Horizon Pharma”, American Lawyer
- Speaker, “Facilitating Successful Merger & Acquisition Transactions,” ABA / AICPA Summit on Emerging Corporate Governance Trends (Chicago)
- Moderator, “Effective Communication Between Attorneys, Accountants and the Audit Committee,” ABA / AICPA Summit on Emerging Corporate Governance Trends (Chicago)
- Speaker, The Impact of Market Dynamics on Health Care and Pharmaceutical Acquisitions
- Panel Moderator, BIO General Counsels Committee Meeting: Evolving Issues in BioPharma Collaborations (New York)
- Speaker, Deloitte Tohmatsu Global M&A Seminar: S. Healthcare M&A Overview (Tokyo, Japan)
- Speaker, Korean Pharmaceutical Manufacturers Association: S. Healthcare M&A Overview (Seoul, Korea)
- Panel Moderator, BioPharm Partnering Conference: Structured Transactions in M&A (San Francisco)
- Speaker, BCLT Advanced Life Sciences Institute: Facilitating Collaboration in the Life Sciences – Funding, Licensing and International Collaboration (Palo Alto)
- Contingent Value Rights: A Middle Ground in M&A Boom, Daily Journal