Headline Life Sciences Transactions

Venture Financings

• Advent Venture Partners. Represented Advent Venture Partners, a London-based venture capital firm, as lead investor in the $25 million Series C Preferred Stock financing of NeoGuide Systems, Inc., a developer of technology to prevent ant treat colorectal cancer.
• Amsterdam Molecular Therapeutics BV. Represented Amsterdam Molecular in its £22 million Series A financing.
• Cadence Pharmaceuticals, Inc. Represented Cadence Pharmaceuticals, Inc., a specialty pharmaceutical company, in a $25 million Series A Preferred Stock financing.
• Forward Ventures, Boston Millennia Partners, and CMEA Ventures. Represented Forward Ventures, Boston Millennia Partners, and CMEA Ventures as lead investors, in a $43 million Series C financing for Predix Pharmaceuticals, clinical stage drug discovery and development company.
• Frazier Healthcare Ventures. Represented Frazier Healthcare Ventures in a $15 million Series A financing of Arête Therapeutics, Inc., a drug development firm focused on creating hypertension and inflammation drugs directed at arachidonic acid metabolism.
• Kanisa Pharmaceuticals. Represented Kanisa Pharmaceuticals in a $22 million Series A financing with NEA, Interwest, Windamere, Eli Lilly, and Montreaux.
• MultiCell. Represented MultiCell in an agreement with Fusion Capital Fund II LLC to buy up to $25 million of the company’s stock over a 25-month period.
• Speciality European Pharma. Advised Speciality European Pharma on a €15 million Series A round in which Advent Venture Partners was the sole investor.

Licensing & Collaborations

• Astellas Pharma Inc. Represented Astellas Pharma Inc. in its $815 million acquisition, from San Francisco-based FibroGen, Inc., of the exclusive rights to develop and market anemia therapies FG-2216 and FG4592 in Europe, the Commonwealth of Independent States, the Middle East, and South Africa.
• Astellas Pharma Inc. Represented Astellas Pharma Inc. in its collaboration with Theravance, Inc., for telavancin, an injectible lipoglycopeptide antibiotic currently in phase III clinical trials. The deal is for a worldwide (excluding Japan) collaboration to complete development of and commercialize telavancin.
• Avigen, Inc. Represented Avigen in its agreement with SDI Diagnostics International Ltd., in which Avigen receives an exclusive North American license to develop and commercialize proprietary formulations of the neuroactive compound tolperisone (AV650), a small molecule for the treatment of disabling neuromuscular conditions.
• Chiron Corporation. Represented Chiron in the negotiation of development and manufacturing agreements for inhaleable antibiotic products with Nektar Therapeutics.
• CorSynergy, Inc. Represented CorSynergy, a biomedical start-up company funded with grant money from a well-known research foundation, in its Sponsored Research Agreement with the surgical department of a major research university to perform a non-GLP chronic animal study to further test and evaluate the company’s novel cardiac medical device technology for the treatment of patients with aortic stenosis.
• CoTherix, Inc. Represented CoTherix, Inc., in its agreement with Asahi Kasei Pharma Corporation granting CoTherix exclusive rights in North America and Europe to develop and commercialize oral and inhaled formulations of Fasudil.
• CIMMYT. Advising CIMMYT (the International Maize and Wheat Improvement Center) on a public-private partnership research agreement with Monsanto and the African Agricultural Technology Foundation to develop drought-resistant maize (corn) under the “Water Efficient Maize for Africa” program funded by the Bill & Melinda Gates Foundation and the Howard G. Buffett Foundation.
• Effector Cell Institute, Inc. Represented Effector Cell Institute, Inc., in its collaborative research agreement with AstraZeneca. The transaction is significant in that it represents one of the first collaborations struck between a Japanese biotech company and a large western pharmaceutical company.
• Exeter Life Sciences, Inc. Represented Exeter in the creation with Geron Corporation of a joint venture intended to centralize control of key intellectual property rights governing the cloning of animals. The new company, stART Licensing, Inc., will market and license the technology.
• GW Pharmaceutical PLC. Represented 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.
• GW Pharmaceutical PLC. Represented GW Pharmaceutical PLC on a $273 million long-term strategic cannobinoid alliance with Otsuka Pharmaceutical Co. Ltd. The two companies have entered into an exclusive agreement for Otsuka to market Sativex in the U.S.
• Halozyme Therapeutics, Inc. Represented Halozyme Therapeutics, Inc., in an agreement with Roche to apply Halozyme’s proprietary Enhanze technology to selected Roche biological therapeutic compounds. Enhanze technology is Halozyme’s proprietary drug delivery technology based on its recombinant human hyaluronidase (rHuPH20) to enhance the subcutaneous delivery of injected drugs. The total deal value is estimated to exceed $600 million, and includes an upfront and milestone payments as well as an equity investment by Roche Venture Fund.
• Immunomedics, Inc. Representation of Immunomedics Inc. in its worldwide collaboration and licensing agreement with Brussels-based UCB for Immunomedics’ leading product, epratuzumab.
• Intercell AG. Advised long-term client Intercell A.G. on a major vaccines partnership with Novartis under which Novartis will receive opt in rights to Intercell's non-partnered vaccines and exclusive, worldwide rights to Intercell's IC31 adjuvant for influenza vaccines.
• Intercell A.G. Represented Intercell AG in a deal that extends its strategic partnership with Merck Sharp & Dohme Research Ltd., an affiliate of Merck & Co., to include development of a prophylactic vaccine against Group A Streptococcus infections.
• Intercell A.G. Represented Intercell in a transaction where Novartis received rights to market a Japanese encephalitis vaccine from Intercell in the U.S., Europe, and certain countries in Asia and Latin America.
• Intercell A.G. Represented Intercell in a worldwide agreement with Wyeth for the use of Intercell’s IC31 adjuvant in various selected infectious disease vaccine programs.
• Intercell A.G. Represented Intercell in negotiating a collaboration with PATH for the development of Intercell’s streptococcus pneumoniae candidate vaccine.
• IS Pharma (fka Maelor plc). Advised IS Pharma, a UK based specialist hospital medicines group, on an agreement with Helsinn Healthcare SA, a privately owned pharmaceutical group based in Switzerland, for the exclusive licensing and distribution rights for Aloxi (palonosetron hydrochloride) in the UK.
• Kaken Pharmaceutical. Represented Kaken Pharmaceutical in its license and distribution agreement with Dow Pharmaceutical Sciences, Inc. for the development and commercialization of Kaken’s antifungal compound, KP-103.
• Kirin Brewery. Represented Kirin Brewery in negotiating a profit-sharing collaboration with San Francisco Bay Area biotech Nuvelo, to develop and commercialise a product candidate for common cancer treatment side effects and other gut epithelial cell-related disorders.
• Livestock Improvement Association of Japan. Represent Livestock Improvement Association of Japan, Inc., in its license agreement with XY, Inc., relating to the production and sale of gender-selected bovine embryos.
• Norgine. Represented Norgine, a European specialty pharmaceutical company, in an agreement to grant U.S.-based Salix Pharmaceuticals the exclusive rights to market MOVIPREP (NRL994) in the U.S.A.
• Novadaq Corp. Represented Novadaq Corp. in its agreement with Edwards Lifesciences to acquire Edwards’ exclusive distribution rights to PLC Medical System Inc.’s HEART LASER™ SYSTEM for transmyocardial revascularization (TMR) in the United States.
• PIramed Limited. Represented PIramed, a privately owned UK biotechnology company, in a $230 million R&D collaboration with one of the world’s leading biotechnology companies, Genentech, Inc., for the development and commercialization of a new class of cancer drugs.
• OMRIX Biopharmaceuticals, Inc. Represented OMRIX Biopharmaceuticals, Inc., a commercial-stage biopharmaceutical company that develops and markets biosurgical and antibody-based products, in a Cooperative Research and Development Agreement with the National Institute of Allergy and Infectious Diseases (“NIAID”), part of the National Institutes of Health (“NIH”), whereby the parties will perform collaborative research to develop new antibody-based therapeutics for the treatment of avian influenza.
• Oxford BioMedica plc. Represented Oxford BioMedica in its collaboration agreement with The Foundation Fighting Blindness, through its translational research arm National Neurovision Research Institute that will enable the development of a portfolio of gene therapy products for the treatment of eye diseases.
• Renovo Group plc. Advised Renovo on a $825 million licensing agreement with Shire plc to develop and commercialize 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.
• SBI Biotech. Represent SBI Biotech in its strategic investment in ODC Therapy, a biotech company founded by the Baylor Health Care System that develops cancer treatment vaccines. The parties will also enter into a license arrangement for SBI Biotech's right to develop and commercialize cancer treatment vaccines in Japan based on ODC's technology. SBI Biotech intends to integrate its alliance with ODC Therapy and its planned alliance with a China-based company into SBI Biotech's comprehensive alliance with Gingko Biomedical Research Company, to develop and commercialize innovative treatments in Japan.
• Teijin Pharm. Represent Teijin Pharma in the renegotiation of certain operating agreements relating to its joint venture with respect to two drugs for the treatment of inter alia, gout.

Mergers & Acquisitions

• 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.
• Acambis plc. Represented Acambis in the $16.6 million sale of its Berna Products Corporation business to Crucell NV.
• ACON Laboratories.  Representation of ACON Laboratories in its $175 million acquisition by Inverness Medical Innovations, resolving the patent litigation between the two companies over rapid diagnostic technology.
• American Pharmaceutical Partners, Inc.  Represented American Pharmaceutical Partners in its $4 billion merger with American BioScience, Inc.
• Applied Biosystems.  Represented Applied Biosystems Group, an Applera Corporation business, in its $120 million acquisition of Agencourt Personal Genomics, a privately held developer of next-generation genetic analysis technologies.
• Applied Biosystems.  Represented Applied Biosystems in its agreement to acquire the Research Products Division of Ambion, Inc., for $273 million in cash. 
• Arrow Therapeutics Ltd. Advised 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.
• Astellas Pharma Inc. Represented Astellas Pharma Inc. in its $815 million acquisition, from San Francisco-based FibroGen, Inc., of the exclusive rights to develop and market anemia therapies FG-2216 and FG-4592 in Europe, the Commonwealth of Independent States, the Middle East, and South Africa.
• Astellas Pharma Inc. Represented Astellas Pharma Inc. in its $387 million acquisition of Agensys Inc., a Santa Monica-based biotech firm. The acquisition is Astellas’, largest since its formation through the merger of Yamanouchi Pharmaceutical, and Fujisawa Pharmaceutical Co., a transaction on which the firm also advised.
• Astellas US LLC.  Represented Astellas US LLC in its purchase from Biogen Idec MA, Inc., of the product AMEVIVE and the IP and other rights relating to the manufacture, sale, marketing and promotion of the product worldwide.  The value of the deal was $60 million.  
• Avigen.  Represent Avigen in the disposition of its AAV gene therapy assets to Genzyme.  The deal included both Avigen’s Parkinson’s disease product candidate, currently in clinical trials, and Avingen’s Factor IX product candidate to treat hemophilia B.  In addition to an upfront payment of $12 million, Avigen will receive milestones and royalties as the products covered by the agreement reach development and regulatory milestones and achieve commercial sales. 
• BioFocus plc.  Represented BioFocus plc on the recommended all share offer by Galapagos NV valued at approximately £20.2 million. 
• 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.
• Endocare.  Representation of Endocare in the divestiture of its wholly-owned subsidiary, Timm Medical Technologies, to Plethora Solutions Holdings plc for $9.5 million.
• Fujisawa.  Assisted Fujisawa in the international aspects of its $7.6 billion merger with Yamanouchi Pharmaceutical.  The merger integrated Japan’s 2nd and 11th largest pharmaceutical companies to create Astellas, one of Japan’s three largest pharmaceutical companies; this was the largest pharmaceutical merger in Japan to date at closing.
• GeneDx, Inc. Represented GeneDx, Inc., in the sale of its business to Bio-Reference Laboratories, Inc. The purchase price will be as much as $17 million in cash and BRLI stock if all post-closing earnings targets are achieved.
• Genospectra, Inc.  Representation of Genospectra, Inc., a developer of products and technologies for Parallel Quantitative Biology (PQM) ™, in its acquisition of Panomics, Inc., a provider of life sciences research reagents for transcription regulation, cell signaling and signal transduction.
• Inamed Corporation.  Represented Inamed Corporation in its $3.4 billion merger with Allergan to create a global leader in breast and facial aesthetics products.  The transaction with Allergan caused the break-up of Inamed’s previously disclosed merger agreement with Medicis after Allergan launched a competing exchange offer with a significantly higher value.
• IS Pharma (fka Maelor plc). Represented AIM listed IS Pharma in its acquisition of Speciality European Pharma International AG, a subsidiary of Speciality European Pharma Limited, for £14.25 million.
• IS Pharma (fka Maelor plc). Representation of IS Pharma in its £13m acquisition of Acorus Therapeutics Ltd.
• KuDOS Pharmaceuticals Limited.  Represented KuDOS Pharmaceuticals, a privately owned UK biotechnology firm, in its $210 million acquisition by AstraZeneca.  

Oxford Biomedica Represented 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 Advised Paradigm, a private UK venture capital backed drugs discovery and development company, in its acquisition by Takeda Pharmaceutical Company, the largest pharmaceutical company in Japan.
• Priority Pharmacy.  Representation of Priority Pharmacy in its acquisition by Allion Healthcare.
• Protalix, Ltd. Represented Protalix, Ltd., an Israel-based biotechnology company, in its reverse merger into a public company.
• QLT Inc. Represented QLT Inc. in its $42 million acquisition of a privately held eye-care technology company ForSight Newco II. The buyout also includes future milestone payments, with $5 million due upon the initiation of the first late-stage clinical trial of a product, $20 million apieice when the first and second products reach the market and $15 million for each additional launch of product. QLT will also pay royalties on sales.
• RxElite. Represented RxElite, a developer, manufacturer, and marketer of specialty pharmaceuticals, in connection with its reverse merger into publicly traded Southridge Technology Group and related $32 million Common Stock and Warrant financing and recapitalization. Following the merger, Southridge Technology Group spun off its existing line of business and succeeded to the business of RxElite as its sole line of business.
• Sankyo.  Representation of Sankyo in the international aspects of its $7.7 billion merger with Daiichi Pharmaceutical.  The merger will integrate Japan’s 3rd and 7th largest pharmaceutical companies to create Daiichi Sankyo, the second of Japan’s three largest pharmaceuticals companies.

Shanghai Century Acquisition Corporation. We are representing Shanghai Century Acquisition Corporation, a special purpose acquisition company listed on the American Stock Exchange, in its proposed US$168 million cross-border business combination with Sichuan Kelun Pharmaceutical, China’s largest IV solutions product manufacturer.

• Sino Biopharmaceutical Limited.  Represented Sino Biopharmaceutical Limited in its sale to Bausch & Lomb Incorporated of a 55% interest in Shandong Chia Tai Freda Pharmaceutical for $200 million.
• Symyx Technologies, Inc.  Represented Symyx Technologies, a Delaware company, in its 15 million Swiss francs acquisition of Autodose, SA, a Swiss company.  Terms of the transaction include an earnout of up to 7.7 million Swiss francs contingent on achievement of defined 2007, 2008 and 2009 revenue targets for existing Autodose products and certain new, complementary Autodose products under development.
• Terumo Corporation. Represented Terumo in its acquisition of MicroVention Inc., a privately-held medical device company based in Orange County, California that focuses on the development of endovascular coils and related products for the treatment of cerebral aneurysms.
• VISX, Incorporated.  Represented the Board of Directors of VISX, Incorporated, in connection with its sale to Advanced Medical Optics, Inc., a transaction valued at approximately $1.3 billion.  VISX, based in Santa Clara, California, is a pioneer in laser instruments used for eye surgery including the equipment used in the “LASIK” procedure.

Capital Markets

• Amsterdam Molecular Therapeutics. Advised Amsterdam Molecular Therapeutics, a Dutch biopharmaceutical company, on its €50 million Initial Public Offering on Euronext, Amsterdam.
• Aradigm Corporation. Represented the underwriters in the $31 million follow-on offering by Aradigm, a specialty pharmaceutical company.
• Ardana plc. Represented Ardana in its £21 million initial public offering on the London Stock Exchange.
• BioMimetic Therapeutics, Inc. Represented BioMimetic Therapeutics in its $36.8 million initial public offering on the NASDAQ.
• Genitope Corporation. Represented the underwriters in the follow-on offering of Genitope valued at $63 million.
• Intercytex Group plc. Represented Intercytex, a Cambridge-based emerging healthcare company, in its £15 million initial public offering on the Alternative Investment Market.
• MultiCell Technologies, Inc. Represented MultiCell in an agreement with Fusion Capital Fund II LLC to buy up to $25 million of the company’s stock over a 25-month period.
• Oxford BioMedica. Represented Oxford BioMedica, a gene therapy company, in a proposed placing and open offer and related investment by Sigma-Aldrich to raise £30.1 million.
• OXiGENE, Inc. Represented the underwriters SG Cowen & Co. Ltd and Lazard Capital Markets LLC in the $27.3 million public offering of OXiGENE.
• PharmaKodex Ltd. Represented PharmaKodex Ltd. on the completion of a Series A. equity financing raising £7.1 million ($13.5 million).
• ReNeuron Group plc. Represented ReNeuron Group plc, the UK-based adult stem cell research and development company, on its successful initial public offering on the Alternative Investment Market.
• Syneron Medical Ltd. Represented Israel-based Syneron in its $222 million secondary offering on NASDAQ.
• Volcano Corporation. Represented the underwriters J.P. Morgan, Piper Jaffray, and Bear Stearns in Volcano’s $62.6 million initial public offering and subsequent $126 million follow-on offering.