MoFo Advises Celadon Partners and GeneFab in Launch of CRDMO Business and Acquisition of CMC Capabilities from Senti Biosciences

Morrison Foerster advised Celadon Partners in its launch of GeneFab, LLC (“GeneFab”), a contract research, development, and manufacturing organization (“CRDMO”) business-partnering with the cell and gene therapy industry, and advised GeneFab in its acquisition of chemistry, manufacturing, and controls (“CMC”) capabilities from NASDAQ-listed Senti Biosciences, Inc. (“Senti Bio”).

Formed in 2023, GeneFab is a contract manufacturing and synthetic biology biofoundry focused on cell and gene therapies.

Through this transaction, GeneFab will acquire Senti Bio’s CMC capabilities for an aggregate deal consideration of approximately $38 million and will conduct the clinical manufacturing of Senti Bio’s chimeric antigen receptor natural killer (“CAR-NK”) medicines pipeline, including SENTI-202, through a service contract with Senti Bio. GeneFab will also sublease Senti Bio’s recently constructed 92,000 square foot current good manufacturing practice (“cGMP”) facility in Alameda, California, a portion of which will be subject to the satisfaction of certain conditions. In addition, departing Senti Bio Co‑Founder and Chief Technology Officer, Philip Lee, Ph.D., will assume the role of Chief Executive Officer of GeneFab.

The MoFo deal team advising Celadon Partners and GeneFab on the transaction was led by private equity partner Marcia Ellis, technology transactions partner Gordon Milner, private equity associate Yilong Luo, and technology transactions associate Gigi Yuen.

A global MoFo team provided invaluable assistance on various aspects of the transaction, including on tax, real estate, capital markets, executive compensation, employment, technology transactions, dispute resolutions, FDA regulations, and environmental law matters.