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MoFo Advises Eton Pharmaceuticals on Asset Sale to Dr. Reddy's

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Morrison Foerster advised Eton Pharmaceuticals (NASDAQ: ETON) in connection with its asset sale of several of its branded and...

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Morrison Foerster advised Eton Pharmaceuticals (NASDAQ: ETON) in connection with its asset sale of several of its branded and generic injectable products to Dr. Reddy’s Laboratories (NYSE: RDY).The portfolio includes the Biorphen® (phenylephrine hydrocholoride) Injection and Rezipres® (ephedrine hydrochloride) Injection NDAs with nine separate combinations of strengths and presentations and one first-to-file approved ANDA for Cysteine Hydrochloride for the U.S. The acquisition will allow Eton to focus resources on its core rare disease business. It also complements Dr. Reddy’s U.S. institutional business with limited competition injectable products and supports Dr. Reddy’s efforts to accelerate and expand affordable medications for patients.Eton is an innovative pharmaceutical company focused on developing and commercializing treatments for rare diseases. The $50 million sale of its hospital products – Biorphen®, Rezipres®, and Cysteine Hydrochloride – will allow Eton to exclusively focus its resources on products that treat rare diseases going forward.The MoFo deal team leading on the transaction was led by San Diego technology transactions partner Matthew Ferry, together with Boston associates Hannah Koo and Rohan George.For more information, read Eton’s <a href="https://ir.etonpharma.com/news-releases/news-release-details/eton-pharmaceuticals-announces-sale-hospital-products">press release</a>.

MoFo Advises Eton Pharmaceuticals on Asset Sale to Dr. Reddy's

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Matt Ferry is a partner in the San Diego office and a member of the firm’s Technology Transactions Group, advising innovative and mission-driven life sciences and technology companies.Matt has more than a decade of experience in structuring, drafting, negotiating, and executing strategic transactions where intellectual property (IP), technology, data, and information assets drive the deal. Matt is passionate about and focuses his practice on assisting innovative companies in industries where the betterment of people’s lives and the world is in view, including in the broader life sciences and technology areas, such as:<ul><li>Pharmaceuticals and biotechnology (including small molecule pharmaceuticals, biologics, nanotherapeutics, drug discovery, antibodies, cell and gene therapy, CRISPR and other gene editing technologies, drug delivery, immunology, and oncology); and</li></ul><ul><li>Medtech and healthtech (including medical devices, digital health, and other forms of software and hardware in diagnostic and therapeutic applications); and</li><li>Food and agriculture (including in plants and crop sciences, agriculture and farming, alternative proteins, animal and plant production, and food products and consumer goods); and</li><li>Cleantech (including renewable energy, biofuels, plastic recycling and carbon capture).</li></ul>Outside of his life sciences practice, Matt counsels clients in a variety of industries, including Internet of things (IoT), artificial intelligence (AI) and machine learning (ML), wireless standards, autonomous vehicles, semiconductor devices, distributed software, open-source software, and software as a service. Matt has solid experience advising startups in all aspects of IP hygiene, including invention assignment agreements and use of open-source software, as well as complex patent transactions involving standard essential patents (SEPs). Matt leverages his previous experience in patent prosecution and IP litigation to provide a holistic perspective and overall business strategy to his client’s transactions.He advises clients in connection with:<ul><li>Commercial contracts at all stages of technology and product development, including strategic alliances and collaborations, asset sale and purchase agreements, research and development agreements, supply, manufacturing, and distribution agreements, clinical trial agreements, service agreements, and material transfer agreements.</li><li>Patent and technology license agreements in both industry-to-industry and academic-to-industry settings.</li><li>IP and commercial contract matters that arise in connection with larger corporate transactions such as mergers and acquisitions and venture capital investments.</li></ul>In Matt’s past experience as a patent prosecutor and IP litigator, he handled cases involving patent infringement and invalidity, copyright infringement, and trade secret misappropriation. He also draws on his technical knowledge that he developed in his undergraduate work at University of California, Berkeley, his graduate work at the California Institute of Technology, and his hobbyist scientific pursuits, including in physics, software, microwave instrumentation, and optics.Matt also maintains an active pro bono practice representing small business owners and nonprofits in their commercial agreements. Recently, he assisted a low-income entrepreneur in drafting her customer-facing service agreements.<h4>Representative Matters</h4><h5>Pharmaceuticals and Biotechnology</h5><ul><li> Represent multi-national pharmaceutical company in its manufacturing agreements.</li></ul><ul><li>Represent public mRNA technology company in its patent licensing strategy and evaluation agreements.</li><li>Represented Eton Pharmaceuticals, Inc. in connection with its asset sale of several of its branded and generic injectable products to Dr. Reddy’s Laboratories.</li><li>Represented public pharmaceutical company in its purchase of three product lines from a Fortune 500 public pharmaceutical company.</li><li>Represented public pharmaceutical company in its sale of three product lines to private equity-backed purchaser.</li><li>Represented public pharmaceutical company in numerous patent and technology asset purchases and sales, exclusive licensing arrangements, commercial alliances, and co-promotion agreements.</li><li>Represented public pharmaceutical company in several patent and technology asset purchases and sales, including its sale of three product lines focused on rare neurological diseases and associated assets to a private purchaser.</li><li>Represented venture-backed pharmaceutical company focused on treating rare diseases in China in several exclusive license and supply agreements.</li><li>Represented U.S. academic institution in numerous patent and technology exclusive licensing agreements, sponsored research agreements, option agreements, and term sheet negotiations.</li><li>Represented nanotherapeutic company in numerous research and collaboration agreements and licensing agreements.</li><li>Represented CRISPR-based company in numerous evaluation agreements, material transfer agreements, and collaboration agreements.</li><li>Represented startup company in its gene modification research agreement templates.</li></ul><h5>Medical Devices and Health Technology</h5><ul><li>Represented medical device startup in its several exclusive patent and technology license agreements with a leading academic institution and its clinical trial agreements.</li><li>Represented digital health company in its collaboration agreement with a global distributor.</li><li>Represented medical device company in its multisite clinical trial agreements.</li><li>Represented public medical device company in its exclusive license and distribution agreement with global medical device distributor.</li><li>Represented medical device incubator in its form technology and service agreements, patent license agreement from an academic institution, and sublicense agreements.</li><li>Represented public medical device company in its patent purchase from an individual physician.</li><li>Represented medical device company in its multi-country distribution agreements.</li></ul><h5>Food and AgTech</h5><ul><li>Represent an innovative plant protein startup in all forms of its commercial contracts and licensing, including its university research agreements, grower agreements, evaluation agreements, and material transfer agreements.</li><li>Represent a plant genomics and gene editing company in its strategic alliance with a leading commercial nursery.</li><li>Represent a food storage company in evaluating outbound technology licensing models and its outbound license terms.</li><li>Represent a botanical active ingredient producer in its research collaboration agreement with a botanical ingredient biotechnology company.</li><li>Represent an agtech company in its outbound license of its proprietary gene design platform to a biotechnology company.</li><li>Represent a public agency in its licensing agreements for proprietary fruit varieties.</li><li>Represent an agtech company in all forms of its commercial contracts, including university research agreements, NDAs, material transfer agreements, and evaluation agreements.</li><li>Represent novel infant formula company in its dozens of supply and manufacturing agreements with its ingredient suppliers and formula manufacturers.</li></ul><h5>Clean Technology</h5><ul><li>Represent public carbon credit investing company in its collaboration agreement with air quality monitoring company.</li></ul><ul><li>Represent venture-backed clean technology startup in its international collaboration agreements.</li><li>Represent venture-backed clean technology startup in its technology license and service agreement with international public energy company and other licensees.</li><li>Represent venture-backed clean technology startup in its international collaboration agreements.</li><li>Represent venture-backed clean technology startup in its technology license and service agreement with international public energy company and other licensees.</li></ul><h5>Complex Patent Transactions</h5><ul><li>Represented global public semiconductor company in connection with its patent purchase form agreements.</li><li>Represented global public semiconductor company in its patent license and license-on-transfer agreement with another global public semiconductor company.</li><li>Represented leading wireless technology company in its patent cross-license with another leading wireless technology company.</li><li>Represented leading wireless technology company in its form standard essential patent (SEP) licensing agreements and term sheets.</li></ul><h5>On-Premise Software and SaaS</h5><ul><li>Represented private construction lender in its acquisitions of two real estate technology platforms.</li><li>Represented machine learning and natural language processing software company in its on-premises software and hosted services agreements.</li><li>Represented SaaS company in its services agreement with leading automobile manufacturers.</li><li>Represented artificial intelligence-based warehousing software company in its template software license and services agreement.</li><li>Represented software company in its source code license and services agreement to international software company.</li></ul><h5>Interactive Entertainment</h5><ul><li>Represented publisher in several game development agreements and content licensing agreements.</li><li>Represented developer in its publishing and distribution agreements.</li><li>Advised developer in its renegotiation of its publishing and distribution agreement.</li></ul><h5>Professional Services</h5><ul><li>Represented numerous professional service providers in their template and negotiated services agreements.</li></ul><h5>Venture Capital</h5><ul><li>Represented fitness technology startup in its $5.8 million Series A financing.﻿</li></ul>

Matthew Ferry

Partner

Hannah Koo is a Technology Transactions associate in the firm’s San Francisco office.Before joining Morrison Foerster, Hannah was a summer associate in the Boston office during the summer of 2020. She also served as a Legal Extern in the Complex Frauds and Cybercrime Unit of the United States Attorney’s Office for the Southern District of New York.Hannah earned her J.D. at Columbia Law School, where she was a James Kent Scholar and served as the Articles Editor for the Columbia Business Law Review. She holds a B.A. from Duke University.Hannah is fluent in Korean.

Hannah Koo

Associate

Rohan George is a corporate associate in the New York office of Morrison Foerster and a member of the firm’s Technology Transactions Group.Rohan advises on IP, information technology, privacy and cybersecurity issues arising in connection with licensing, development agreements, distribution and commercialization activities, joint ventures, and other services arrangements as well as general corporate transactions. He also advises public and private companies and private equity funds in connection with complex corporate transactions including mergers, acquisitions, joint ventures, investments, financing arrangements and securities offerings.Prior to joining the firm, Rohan was an associate at Cravath, Swaine & Moore LLP, where he advised on a broad range of corporate, intellectual property and technology transactions.Rohan earned his J.D. from Columbia Law School, where he was a Harlan Fiske Stone Scholar and served as the Staff Editor for the Columbia Science and Technology Law Review. Rohan holds an LL. B. from London School of Economics, where he received the Nicola Lacey Prize for the highest mark in Criminal Law Examinations.

Rohan E. George

Technology Transactions