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Israel Practice News - Fall 2005
September 2005
Israel Practice News - Fall 2005
In this issue:
We wish our valued clients and friends best wishes for the Jewish New Year!
In the past year we have continued to strengthen our Israeli Practice Group and welcomed to the firm three additional members
of the Israeli Bar: Yaacov Gross (Press Release), Sigal Kaspi and Gal Eschet.
MoFo Seminars in Israel
Following two successful seminars we have conducted in Israel earlier this year we are pleased to invite our clients and friends
to join us in our next seminar in Israel on October 31, 2005 on the subject of Intellectual Property:
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Maximizing the Commercial Value of Your IP, Tel Aviv, October 31, 2005 Gladys Monroy, Michael Jacobs, Anthony Press, Scott Doyle, Oz Benamram, and Gal Eschet will present strategies for Israeli
high-tech and biotech companies to maximize their market value by protecting and leveraging their intellectual property in
the United States and around the world.
Presentations from the earlier seminars we have conducted in Israel this year are available online:
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Going Public on NASDAQ or AIM, Tel Aviv, April 2005 Jim Tanenbaum and Nathalie Diep discussed preparing for a successful IPO, gaining VCs’ support, negotiating with underwriters,
preparing for disclosure requirements, IP-related questions, organizational issues, internal execution team, banking team,
the role of the legal advisor, dancing with the research analysts, do's and don’ts, and the day after the IPO.
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Other Israel-related Events
Other Israel-related events we sponsored and participated in the past year included:
Client News
Morrison & Foerster continues to lead international law firms in representing Israeli companies in their cross-border business
transactions, especially in Asia, IP protection and litigation and NASDAQ public offerings. Below are representative Israel-related
matters we assisted in during the past year:
Cross-Border Business Transactions
- Avgol– We are advising Avgol on its Chinese joint venture with Hubei Goldkinglong Investment to produce spunmelt fabrics in Jingmen
City’s High Tech Development Area, located in Hubei Province of the People's Republic of China.
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ITRAN Communications / Matsushita Electric & Kansai Electric– Our Hong Kong office represented ITRAN Communications, an Israeli developer of high-frequency
modems, in its joint venture with Matsushita Electric and Kansai Electric.
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Magal Security Systems, Ltd.– We represented Lehman Brothers Inc., as exclusive placement agent, in an ordinary share registered direct offering for
Magal Security Systems, Ltd., an Israeli corporation engaged in the development, manufacturing and marketing of computerized
security systems.
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McKesson Corporation / Medcon– We represented McKesson Corporation in its agreement to acquire Medcon, Ltd., an Israeli provider of cardiac image and information
management solutions, for approximately $105 million.
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Nikko antfactory / Cima NanoTech– We represented Nikko antfactory, a Japanese VC affiliate of Nikko Securities, in a Series B investment in Cima NanoTech, and
subsequently represented Cima on joint development projects.
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Nikko Cordial Securities Investment Enterprise Partnership– We represented Nikko Cordial as lead investor in the Series C round of financing for InterCure Ltd., an Israeli developer
of a patented technology platform for respiratory-based treatment of cardiovascular and pulmonary diseases.
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OPIC / Israel Electric Corporation– We represent OPIC as political risk insurer under OPIC’s Non-Honoring of Sovereign Guaranty
program of a $250 million loan to The Israel Electric Corporation Limited, arranged by Citibank and unconditionally guaranteed
by the Ministry of Finance of the Government of the State of Israel.
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Syneron– Following our representation of Syneron Medical Ltd. in its NASDAQ IPO in 2004, we represent this Israeli developer of innovative
aesthetic medical products based on its proprietary Electro-Optical Synergy, in connection with its underwritten secondary
offering in 2005.
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Zoran Corporation / Oren Semiconductor– We represented this Israel-based fabless integrated circuit (IC) manufacturer, as U.S. counsel, in its acquisition by Zoran
Corporation. Zoran, which already owned 17% of Oren, acquired the remainder of Oren’s outstanding stock for $44.6 million
in cash and stock. Prior to the acquisition, we represented Oren in various rounds of financing and advised Oren on Delaware
law and general corporate issues.
Litigation
- Hebrew University– We represented Hebrew University of Jerusalem against Fisher Scientific International, Inc. concerning the unauthorized
use of Dr. Albert Einstein’s name and likeness in a domain name and on a website. We have also represented the University
in a lawsuit by Electronic Arts, invoking the federal Declaratory Judgment Act and seeking a declaration that it had a First
Amendment right to use Dr. Einstein’s persona in its computer games.
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- Negevtech– We are currently defending Negevtech Ltd., an Israeli manufacturer and supplier of optical wafer inspection systems, in
a patent litigation suit brought by Applied Materials, Inc. in the Northern District of California. Also on behalf of Negevtech,
we have filed in the United States Patent and Trademark Office two requests seeking reexamination of certain claims of the
Applied Materials patent.
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- Pharmos– We are representing Pharmos Corporation and certain current officers as defendants in several shareholder class action lawsuits
alleging violations of federal securities laws. These lawsuits were filed beginning in January 2005 and are pending in the
U.S. District Court for the District of New Jersey. The complaints allege generally that the defendants knowingly or recklessly
made false or misleading statements regarding the effectiveness of dexanabinol in treating TBI which had the effect of artificially
inflating the price of Pharmos common stock.
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- PowerDsine– Following our representation of PowerDsine Ltd. in its IPO, we represented the company in patent litigation relating to the
developing field of "power over Ethernet" in the United States District Court for the Southern District of New York.
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- Shopping.com– We represented the Litigation Committee of the Board of Shopping.com when the company and several of its directors and former
directors were sued for alleged misrepresentations made during the merger negotiations between DealTime and Epinions. Shopping.com
was the surviving company.
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- Syneron– We represented Syneron Medical Ltd. and Syneron, Inc. in a medical device patent infringement suit brought by Thermage, Inc.
in the U.S. District Court for the Northern District of California, which was settled in June 2005 on favorable terms to Syneron.
We also successfully defended Syneron Medical Ltd. and its subsidiaries, Syneron Inc. and Syneron Canada Corp., in a patent
infringement action relating to medical devices used for non-invasive treatment of vascular abnormalities and hair removal.
Other Representations
- Patent Prosecution– We are handling the prosecution of U.S. patent applications on behalf of several Israeli-based companies, including Xtellus
USA and Ventor Technologies Inc.
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- Japan Representation – We prepared an executive employment agreement for a leading Israeli agro-chemical company in connection with its engagement
of a Japanese advisor charged with helping it find acquisition candidates and other business opportunities in Japan.
To subscribe to MoFo's Israel Practice News please click here.
For additional information about our continued support of Israeli companies, please visit our English or Hebrew website, or contact our Israel Practice Coordinator by email.
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