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Life Sciences
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Overview |
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Morrison & Foerster provides a full range of services to clients in the biotechnology, medical device, pharmaceutical and
healthcare industries. The firm’s Life Sciences Group has over 180 lawyers in offices around the world, working with life
sciences companies at every phase of their growth cycle, including formation and financing of early-stage ventures; start-up
technology transfer; structuring and negotiating licenses, research and development collaborations, and other technology transactions;
corporate partnerships and collaboration; planning and developing intellectual property portfolios; mergers and acquisitions;
initial public offerings and follow-on securities offerings; protecting and defending intellectual property rights; and siting,
permitting, developing and financing new research and manufacturing facilities.
Our European practice offers unrivalled transactional expertise. We provide advice on the full range of corporate and commercial
transactions and issues relevant to life sciences companies, their investors and advisors.
Representative M&A Transactions
- 3i plc. Advising 3i on the proposed £230 million acquisition by GlaxoSmithKline plc (GSK) of Domantis Ltd, a leader in developing
the next generation of antibody therapies. Domantis, a privately owned company backed by 3i, will become part of GSK’s Biopharmaceuticals
Centre of Excellence for Drug Discovery (CEDD) while continuing to operate from laboratories in Cambridge, UK.
- Arrow Therapeutics Ltd. Advising the shareholders of Arrow, a privately owned UK biotechnology company focused on the discovery and development of
anti-viral therapies, in its $150 million acquisition by AstraZeneca
- BioFocus plc. Representing BioFocus, an AIM-listed healthcare company, on its takeover by a recommended all share offer by Galapagos N.V.
- Cambridge Biotechnology Ltd. Representing the institutional investors on the sale Cambridge Biotechnology to Biovitrum A/B.
- Cambridge Antibody Technology Group plc. Advising CAT on the acquisition of several oncological product candidates from Genencor International, Inc. of Palo Alto,
California, a subsidiary of Danisco A/S of Denmark and the simultaneous subscription by Genencor for CAT ordinary shares.
- Derms Development. Advising the selling shareholders on the disposal of the Company to York Pharma.
- KuDOS Pharmaceuticals Limited. Advising the shareholders of KuDOS, a privately-owned UK biotechnology company, in relation to the $210 million acquisition
of KuDOS by AstraZeneca.
- IS Pharma (formerly Maelor). Advising AIM listed IS Pharma, on its £13m acquisition of Acorus Therapeutics Ltd and the acquisition of Speciality European
Pharma International AG.
- Microscience Holdings PLC. Acting for Microscience on the sale of Microscience Limited, a privately-held vaccine company primarily involved in the
research and development of innovative, proprietary vaccines and immunotherapeutics, to U.S.-based Emergent BioSolutions Inc.
- Oxford BioMedica. Representing Oxford BioMedica in its £16 million acquisition of Oxxon Therapeutics, a UK based company developing immunotherapies
to treat cancer and chronic infectious diseases.
- Paradigm Therapeutics. Advising the private equity owners of Paradigm, a private UK drug discovery and development company, in its acquisition by
Takeda Pharmaceutical Company, the largest pharmaceutical company in Japan.
- PIramed. Advising the institutional and individual owners of PIramed, a privately-owned UK company focusing on treatments for cancer
and immune inflammatory diseases, on the sale of the company to Roche, one of the worlds leading research focused healthcare
groups. Under the terms of the agreement, Roche will acquire PIramed's entire share capital for $160 million plus a milestone
payment of $15 million and an amount equal to cash balances.
Representative Venture Capital/Private Equity Transactions
- Arrow Therapeutics. Representing Arrow, the London-based anti-infectives drug discovery company, in its recent further venture capital financing.
- Amura Limited. Representing Amura Limited in a further venture capital financing.
- De Novo Pharmaceuticals. Representing De Novo Pharmaceuticals in a venture capital financing.
- Hunter Fleming Ltd. Acting for the selling management and shareholders of UK biotech company, Hunter Fleming Ltd, in relation to their disposal
of the entire issued share capital of Hunter Fleming to Newron Pharmaceuticals SpA.
- Intercytex Limited. Representing Intercytex Limited in its recent £12 million venture capital financing.
- Onyvax Limited. Representing cancer vaccine developer Onyvax in a £8 million series C round led by 3i Group and SR One.
- Plethora Solutions Holdings. Advising Plethora Solutions Holdings, a publicly listed specialty pharmaceutical company with an advanced portfolio of development
and marketed products for the treatment of urological disorders, on a $25 million revenue interest financing agreement with
Paul Capital Healthcare.
- Speciality European Pharma. Advising Speciality European Pharma on a €15 million Series A round in which Advent Venture Partners was the sole investor
and on the subsequent acquisition of Proreo Pharma (Liestal, Switzerland) as well as worldwide rights to prostate cancer drug
Plenaxis abarelix from Praecis. Advent Ventures has formed Speciality European Pharma to acquire pharmaceutical prescription
products for development and marketing in Europe.
Other Equity and Debt Financing Transactions
- Alliance UniChem Plc. Representing Alliance in $300 million (10-year) and £50 million (15-year) cross-border private placement of fixed rate,
unsecured, senior notes to a group of fifteen U.S. and European financial institutions.
Representative Capital Markets/Public Equity Transactions
- Amsterdam Molecular Therapeutics. Advising Amsterdam Molecular Therapeutics, a Dutch biopharmaceutical company, on its €50 million Initial Public Offering
on Euronext, Amsterdam.
- Ardana Plc. Advising Ardana on its successful initial public offering on the UK Official List and related £21 million fundraising.
- Intercytex Group plc. Advising Intercytex, a Cambridge-based emerging healthcare company, on its Initial Public Offer on the Alternative Investment
Market.
- Oxford BioMedica. Advising Oxford BioMedica on its £30.1 million placing and open offer and an investment from partner Sigma-Aldrich.
- Plethora Solutions. Advising Plethora on its successful initial public offering on the Alternative Investment Market and related fundraising.
- ReNeuron Group plc. Advising ReNeuron, the UK-based adult stem cell research and development company, on its successful initial public offering
on the Alternative Investment Market.
- Renovo Group plc. Representing Renovo on the launch of a Global Offer and simultaneously advising on the issuance of up to £15 million of
Convertible Loan Notes to existing investors.
- Vernalis Plc. Acting on three placings for Vernalis in respect of three licensing transactions. The largest of these licensing deals
was described by the Financial Times as ‘one of the biggest ever U.S. drug licensing deals by a European biotechnology company’.
Representative Strategic Partnering Transactions
- Acambis Plc. Advised Acambis on a €30 million strategic alliance with sanofi pasteur, the vaccines business of the sanofi-aventis Group,
for ChimeriVax™-JE, Acambis' single-dose vaccine against Japanese encephalitis.
- Amsterdam Molecular Therapeutics. Advising Amsterdam Molecular on acquiring an exclusive license from Digna Biotech to commercialise all gene therapy products
generated from Research and Design activities performed at the Centre for the Study of Applied Medicine (CIMA), Spain. CIMA
is one of the leading gene therapy research centres in Europe.
- Arrow Therapeutics. Advised Arrow, a privately owned pharmaceutical company focused exclusively on infectious disease, in connection with its
$217 million collaboration with Novartis.
- Cambridge Antibody Technology Group plc. Representing CAT in connection with a transforming strategic alliance with AstraZeneca to discover and develop human antibody
therapeutics primarily in the area of inflammatory disorders.
- Cyclacel Ltd. Representing Cyclacel, an emerging oncology company, in a corporate partnering arrangement with Corgentech, to utilise Cyclacel’s
Penetratin(R) Endonuclear Delivery system for use with Corgentech’s transcription factor decoy (TF Decoy) technology platform.
- GW Pharmaceutical PLC. Representing GW Pharmaceutical, an AIM-listed pharmaceutical research and development company, on a global cannabinoid research
collaboration with Otsuka Pharmaceutical Co., Ltd in the field of Central Nervous System (CNS) and oncology which will enable the parties to jointly research, develop and
commercialise a range of candidate cannabinoid products. Also advising GW on a $273 million long-term strategic cannabinoid
alliance with Otsuka. Under the terms of the license agreement, GW has granted Otsuka an exclusive license to develop and
market Sativex®, GW’s lead product, in the United States. Sativex® is being developed by GW and is a novel prescription pharmaceutical
product derived from components of the cannabis plant; and on a collaboration with Spanish pharmaceutical company, Almirall Prodesfarma, S.A. to market Sativex® in Europe (excluding the UK).
- Intercell A.G. Advising Intercell AG on a major vaccines partnership with Novartis under which Novartis will receive opt in rights to Intercell's
non-partnered vaccines (with respect to which the parties may share profits if Intercell so elects) as well as exclusive,
worldwide rights to Intercell's proprietary adjuvant IC31® for use in influenza vaccines, and the parties will collaborate
in the area of hepatitis C vaccines.
- Kuros Biosurgery AG. Representing Kuros in a product license and collaboration agreement with subsidiaries of Baxter International, Inc. Kuros
has granted Baxter exclusive worldwide rights to develop and commercialise a portfolio of hard and soft tissue-repair products.
- Lorantis. Representing Lorantis, a Cambridge UK-based immunotherapy company in relation to its collaboration agreement with Corixa
Corporation, a developer of immunotherapeutics.
- PIramed Limited. Advising PIramed, a privately owned UK biotechnology company, on a $230 million R&D collaboration with one of the world’s
leading biotechnology companies, Genentech, Inc. (NYSE: DNA), for the development and commercialisation of a new class of
cancer drugs.
- Renovo Group plc. Advising Renovo on a $825 million licensing agreement with Shire plc to develop and commercialise Juvista, Renovo’s lead
drug. Renovo’s exclusive licensing agreement with Shire covers every country throughout the world except Member States of
the European Union, the rights to which have been retained by Renovo.
- Vernalis plc. Representing Vernalis plc in a $400 million transforming deal with Endo Pharmaceuticals comprising a North American licence
and co-promotion rights agreement for FROVA and related loan and security arrangements.
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