Life Sciences - Transactions

Overview

Life sciences companies continue to cope with a highly regulated and changing landscape, yet they remain poised for growth. To identify new opportunities and navigate this environment requires counsel with knowledge of the life sciences industry and deep corporate transactions experience.

Our life sciences transactions attorneys have broad corporate capabilities and represent clients of all sizes, from start-ups to Fortune 100 companies, including public, privately held, venture-backed, and private equity-owned companies. We handle every aspect of their deals, from due diligence to negotiating and structuring transactions.

As a result of our broad industry experience, we know what is considered “market” for key contract provisions, and we can help our clients successfully structure and close deals. And our representation does not end when the deal is closed. We draft sophisticated licensing and collaboration agreements, as well as simpler distribution and supply contracts. We counsel our clients through disputes and know how the contracts we negotiate can protect them.

How We Can Help

Mergers & Acquisitions, Private Equity, and Venture Capital

We represent clients, on both the buy and the sell side, in M&A transactions in the life sciences industry. Our attorneys are skilled and experienced in handling complex acquisitions with an eye towards issues specific to a life sciences business. For example, with regards to the pharmaceutical industry, we understand supply chain issues that arise during due diligence as well as accounting for returns and chargebacks during the post-closing period.

In addition to our representation of life sciences companies, we represent venture capital and private equity funds and other investors in structuring and implementing sophisticated financing transactions with life sciences companies (and vice versa). We understand that start-up companies in the life sciences industry often face specific challenges, such as longer funding cycles. Leveraging strong relationships with financing sources and investment banks, we can make introductions and facilitate business relationships between and among our investor and private equity clients and operating companies.

Our M&A attorneys bring in team members with experience in securities, tax, healthcare regulatory, real estate, intellectual property, international trade, employment, and environmental law as needed to provide full, seamless service to our life sciences clients.

Strategic Transactions

  • In-licensing transactions
  • Finished product and API manufacturing and supply agreements
  • Collaborations
  • Data use agreements
  • Clinical research agreements, including arrangements with clinical research organizations (“CROs”)
  • Distribution agreements
  • Development agreements

Capital Markets

We advise issuers, underwriters, placement agents, and venture funds in public and private securities offerings by life sciences companies. We assist with offerings of equity, debt, and asset-backed securities, including initial public offerings, follow-on and secondary offerings, 144A transactions, other private placements and tender offers.

We also advise clients on securities compliance and regulatory matters, including:

  • Corporate governance matters
  • Review and preparation of social media policies
  • Compliance with SEC regulations
  • Equity plans, executive employment agreements, and compensation matters
  • Investment Company Act regulatory matters
  • Registration, regulation, and governance of investment advisers

Lending

We represent senior and subordinate lenders, including mezzanine and second lien lenders, as well as our corporate clients, in structuring, negotiating, and documenting all types of complex financing transactions. Our team includes financial services attorneys who represent some of the nation’s leading players in lending, leasing, and specialty finance.

What Sets Us Apart

  • We add value for our clients by leveraging relationships within the life sciences and financial industries, as well as the government, to facilitate key introductions that create business opportunities and solve problems.
  • Our life sciences industry team is bolstered by a deep bench of recognized intellectual property leaders with significant experience in acquiring, defending, enforcing, and invalidating medical device and pharmaceutical patents.
  • We have achieved numerous wins in high-profile life science disputes and have extensive trial and appellate experience in federal and state courts across the country.
  • We advise on compliance strategies with respect to global data protection laws and the processing of human biological samples, including transparency initiatives in clinical research.

Key Contacts

Related Services

Related Industries

Experience

Mergers & Acquisitions, Private Equity, and Venture Capital

  • Represented The Anspach Effort, Inc., a global company in the high-speed surgical power tools market, in its acquisition by Synthes, Inc., a medical device manufacturer.
  • Represented Apotex, Inc., in several transactions, including:
    • The acquisition of Aveva Drug Delivery Systems, Inc., a global developer and manufacturer of transdermal patches, from Nitto Denko Corporation.
    • Its acquisition of assets from Barr Laboratories related to several products.
    • Large international pharmaceutical company in a $500 million acquisition of rights to a blockbuster branded generic product suite, including the transfer of trademarks and product registrations, product licensing transactions, and an “authorized generic” licensing transaction.
  • Represented Biowa, in structuring and negotiating a collaboration research and manufacturing arrangement with Lonza, a global Clinical Manufacturing Organization, developing a novel antibody identification and production platform.
  • Represented Cortec Group, a private equity firm that makes investments in middle market manufacturing, distribution, and service companies, in a number of transactions, including:
    • The acquisition of a majority stake in 180 Medical, Inc., an Oklahoma City-based distributor of medical supplies.
    • The sale of 180 Medical, Inc. to ConvaTec Inc., a leading developer and marketer of innovative medical technologies for community and hospital care.
    • The acquisition of South Shore Medical Supply, Inc., by its portfolio company, 180 Medical, Inc.
  • Represented Hospira, Inc., in several transactions, including:
    • Its acquisition of worldwide rights to the biogeneric business of PLIVA Hrvatska, including its manufacturing facility in Zagreb, Croatia. Among other products acquired, Hospira purchased the full global rights to the biogeneric filgrastim.
    • A strategically significant acquisition of a medical device business. Blank Rome (i) handled all aspects of commercial, regulatory, and intellectual property due diligence, and (ii) negotiated all agreements including the stock purchase agreement, transition services agreement, medical device testing agreement, IP licensing agreement, and a co-promotion agreement.
    • A manufacturing supply agreement pursuant to which Hospira acquired platinum metal from Umicore Precious Metals NJ, LLC.
  • Represented iCAD Inc.  a Nasdaq–traded public company that provides advanced image analysis and radiation therapy for the early identification and treatment of cancer, in its $12.6 million acquisition of DermEbx™, a leading electronic brachytherapy services and technology provider, and Radion, Inc., a cloud-based oncology collaboration software solution.
  • Represented iCAD (NASDAQ: ICAD), an advanced image analysis and workflow solutions provider, in its $13 million acquisition of electronic brachytherapy systems maker Xoft.
  • Represented Immco Diagnostics, Inc. (a medical device manufacturer), in connection with a private equity investment by a large private equity firm, the acquisition of a laboratory, and negotiation of collaboration agreements related to the sale of its diagnostic products around the world.
  • Represented IntriCon Corporation (NASDAQ: IIN), a designer, developer, and manufacturer of miniature and micro-miniature body-worn medical and electronics products, in the sale of the assets of its subsidiary RTI Electronics to an affiliate of Shackleton Equity Partners, a Los Angeles-based private equity group.
  • JHP Pharmaceuticals, LLC, in its add-on acquisition of global businesses relating to several pharmaceutical products.
  • Represented Mayne Pharma Inc., in several transactions, including:
    • The purchase from Conor MedSystems, Inc. of active pharmaceutical ingredient assets for paclitaxel products.
    • The purchase from Supergen, Inc. of $45 million of assets related to the pharmaceutical drug product “Nipent.”
  • Represented Metropolitan Research Associates, LLC (a contract research organization) and Metropolitan Research Staffing Associates, LLC, in its assets sale to ARM Acquisition, Inc. and ARMS Acquisition, Inc. (both wholly-owned subsidiaries of Cross Country Healthcare, Inc.) (NASDAQ: CCRN).
  • Represented PBM Capital, in the capitalization of, and acquisition of assets by, GigaCyte, a novel stem cell research and drug discovery company.
  • Represented Pharmaline Holding Corp., in its acquisition by Gadot Bio-Chem (USA), Inc. Gadot Bio-Chem purchased 85 percent of the shares of Pharmline Holding Corp. for $11.3 million and assumed bank debt in the amount of $8.4 million.
  • Represented Rhizen Pharmaceuticals, with respect to a global agreement with TG Therapeutics for the development and commercialization of novel PI3K Delta Selective Inhibitor, TGR-1202.
  • Represented Synova, with respect to a variety of acquisition and financing transactions, as well as manufacturing agreements, in connection with its medical device business.
  • Represented Teragenix Corporation, in its stock sale to HemaCare Corporation (OTC: HEMA.OB).
  • An individual surgeon in negotiating a joint development agreement with a major medical device entity (with respect to spinal surgery methods and implants for treatment of spinal stenosis).

Securities Offerings

  • Represented iCAD Inc. (NASDAQ: ICAD), a NASDAQ–traded public company that provides advanced image analysis and radiation therapy for the early identification and treatment of cancer, in a $30 million follow-on public offering of common stock.
  • Represented Intellipharmaceutics International Inc. (NASDAQ: IPCI)(TSX:I), a pharmaceutical company specializing in the research, development, and manufacturing of novel and generic controlled-release and targeted-release oral solid dosage drugs, in several transactions, including:
    • An “at-the-market” offering to, from time to time, sell common shares for up to an aggregate of $16.8 million.
    • A $3.1 million registered direct offering.
    • A $3.1 million public offering of units of common shares and warrants.
  • Represented Impax Laboratories, Inc., a NASDAQ-traded public company and a technology-based specialty pharmaceutical company, in several transactions registered under the 1933 Act and the 1934 Act.

Financings

  • Represented an affiliate of Goldman, Sachs & Co., in the recapitalization and acquisition financing for a processor of medical radioisotopes and operator of nuclear pharmacies. The transaction was valued at approximately $65 million.
  • Represented Merrill Lynch Capital, in several financings, including:
    • The structuring, negotiating, and documenting of a revolving credit facility to a manufacturer and distributor of dental implant products to refinance existing indebtedness and to finance ongoing working capital needs.
    • A $55 million acquisition loan to a medical supply company for the financing and acquisition of a national distributor of consumable medical/surgical supplies.
  • Represented JHP Pharmaceuticals, LLC, in relation to an $80 million senior credit facility with a syndicate of lenders.
  • Represented Impax Laboratories, Inc., in relation to a $50 million senior credit facility with a syndicate of lenders.

Team

Key Contacts   |   Team

Steven Dubow

Steven Dubow

Finance Partner
James R. Staiger

James R. Staiger

Partner

Team

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