A sampling of the innovative deals and matters we have handled on behalf of our clients
Experience
MERGERS & ACQUISITIONS
Lantheus Holdings (NASDAQ: LNTH), a company committed to improving patient outcomes through diagnostics, radiotherapeutics and artificial intelligence solutions, in several deals, including:
its acquisition of Cerveau Technologies
in the sale of its single photon emission computed tomography (SPECT) business to SHINE Technologies, LLC, a subsidiary of Illuminated Holdings, Inc.
Ginkgo Bioworks (NYSE: DNA), the leading horizontal platform for cell programming, in its acquisition of StrideBio’s adeno-associated virus (AAV) capsid discovery and engineering platform assets
MDxHealth, a commercial-stage precision diagnostics company, in its $100 million acquisition of the Oncotype DX GPS prostate cancer business of Genomic Health, a subsidiary of Exact Sciences
Ovuline (d/b/a Ovia Health), a digital health company focused on maternity and family benefits for employers and health plans, in its sale to leading global life sciences company Labcorp (NYSE: LH)
Dogma Therapeutics in the sale of its oral PCSK9 program to global biopharmaceutical company AstraZeneca plc (Nasdaq: AZN)
Global biopharmaceutical company Alexion Pharmaceuticals (Nasdaq: ALXN) in various transactions, including:
its acquisition of clinical-stage biopharmaceutical company Achillion Pharmaceuticals (Nasdaq: ACHN) worth up to $1.2 billion
its $1.2 billion acquisition of clinical-stage biotechnology company Syntimmune
Galen Partners in its acquisition of Evolve Treatment Centers, a behavioral health services provider
Global biotechnology company Thermo Fisher Scientific (NYSE: TMO) in numerous acquisitions, including:
in its acquisition of PeproTech, a Cranbury, New Jersey-based provider of bioscience reagents for $1.85 billion
its acquisition of Combinati Incorporated and its digital PCR (dPCR) technology
its acquisition of programmable dye platform pioneer Phitonex
its acquisition of Brammer Bio for $1.7 billion in cash
its $477 million acquisition of Becton, Dickinson and Company’s Advanced Bioprocessing business
Organogenesis, a world leading regenerative medicine company focused in bio-active wound healing and soft tissue regeneration, in connection with its acquisition of the Dermagraft assets from Shire (Nasdaq: SHPG), a multinational innovator of specialty biopharmaceuticals based in the UK
CutisPharma, a specialty pharmaceutical company that develops and commercializes compounding kits that help patients who are unable to swallow conventional oral dosage forms such as tablets and capsules and recently launched FDA-approved drug Firvanq, in its sale to NovaQuest Capital Management
Healthcare data analytics company Inovalon Holdings (Nasdaq: INOV) in its $1.2 billion acquisition of ABILITY Network, a cloud-based software-as-a-service healthcare technology company
VENTURE CAPITAL FINANCING
Form Health, a leading provider of science-based obesity care, in its $38 million Series B financing round led by Sound Ventures
Concerto Biosciences, a biotechnology company designing microbial communities that restore deficient microbiomes to treat disease, in its $23 million Series A funding round
Biotechnology ecosystem company Alloy Therapeutics in multiple transactions, including:
a $42 million Series D financing
a $75 million Series C financing
Vergent Bioscience, a clinical-stage biotechnology company developing tumor-targeted imaging agents, in its $21.5 million Series B financing
BostonGene, a developer of biomedical software for advanced patient analysis and personalized therapy, in connection with its $150 million Series B financing
Prescription digital therapeutics company Pear Therapeutics in various financings, including:
its $80 million Series D financing and $20 million Series D extension
a $50M secured loan transaction with Perceptive Advisors
its $64 million Series C financing
Venture capital firm CRV (Charles River Ventures) as lead investor in a $12.7 million Series A financing for Abacus Insights, an early-stage startup that wants to help coordinate healthcare information across systems
Biotechnology company Entrada Therapeutics in a $59 million Series A financing co-led by 5AM Ventures and MPM Capital
Arsanis, a clinical-stage biopharmaceutical company developing targeted monoclonal antibodies (mAbs) for pre-emptive and post-infection treatment of serious infectious diseases, in the closing of its $45.5 million Series D financing
Ovuline (d/b/a Ovia Health), a digital health company focused on maternity and family benefits for employers and health plans, in its $10 million Series A financing to support future growth and expand its maternity benefits solution to employers and insurers nationwide
CAPITAL MARKETS
Butterfly Network, Inc. (NYSE: BFLY), a digital health company, on its $86.9 million public offering of its Class A common stock
Lantheus Holdings (NASDAQ: LNTH), a company focused on developing innovative imaging diagnostics, targeted therapeutics and artificial intelligence solutions to find, fight and follow serious medical conditions, in a Rule 144A offering of $575 million aggregate principal amount of its 2.625% convertible senior notes due 2027
Global biotech Biogen in a number of sophisticated debt finance transactions, including:
a registered offering of senior unsecured notes for an aggregate principal amount of $3 billion
a cash tender offer and exchange offer for outstanding 5.200% senior notes totaling $1.75 billion
a senior unsecured syndicated credit facility for $1 billion
Clinical stage biotechnology company Enanta Pharmaceuticals (Nasdaq: ENTA) in its initial public offering of common stock
Organogenesis Holdings (Nasdaq: ORGO) and its wholly owned subsidiary Organogenesis Inc., a leading regenerative medicine company in a number of transactions, including:
its $64.7 million underwritten public offering of Class A common stock
its $50.3 million underwritten public offering of Class A common stock
its warrant exchange offer and consent solicitations SPAC IPO/reverse merger of Organogenesis Inc. with and into a wholly owned subsidiary of Avista Healthcare Public Acquisition Corp. (AHPAC), with Organogenesis Inc. surviving the merger and AHPAC changing its name to Organogenesis Holdings Inc.
LICENSING & STRATEGIC ALLIANCES
Biotechnology ecosystem company Alloy Therapeutics in a strategic collaboration and licensing agreement with Takeda to develop and commercialize the latter’s induced pluripotent stem cell (iPSC) driven CAR-T cell platform (iCAR-T) and CAR-NK platform (iCAR-NK) for cell therapy in oncology indications
Novo Nordisk A/S (NYSE: NVO) in a collaboration, development and license agreement with Aspect Biosystems to develop up to four bioprinted tissue products for the treatment of diabetes and obesity, with $75 million upfront and up to $650 million in milestones per product, plus tiered royalties
Daewoong Pharmaceutical in its exclusive licensing agreement with CS Pharmaceuticals for a first-in-class PRS inhibitor ‘Bersiporocin’ in Greater China region, including mainland China, Hong Kong, Taiwan, and Macau
Leading synthetic biology company Ginkgo Bioworks (Nasdaq: DNA) in numerous agreements, including:
with Merck (NYSE: MRK) to improve production efficiency and increase yields in biologic manufacturing for up to $490 million in upfront research fees, research milestone fees, option license payments and commercial milestone payments
with Novo Nordisk (NYSE: NVO) to create novel expression hosts for pharmaceutical products addressing diabetes and other serious chronic diseases
with Merck (NYSE: MRK) for up to $144 million in commercial milestones, plus upfront and research milestones, to engineer enzymes for use as biocatalysts in Merck’s active pharmaceutical ingredient (API) manufacturing efforts
with Biogen (Nasdaq: BIIB) to develop a next-generation recombinant adeno-associated virus (AAV) production platform
Digital therapeutic developer MedRhythms in a license agreement with Biogen (Nasdaq: BIIB) to develop and commercialize MR-004, an investigational prescription digital therapeutic for the potential treatment of gait deficits in multiple sclerosis, for $3 million in upfront payments and up to $117.5 million in potential milestone payment, plus royalties
HiFiBiO Therapeutics, a multinational clinical-stage biotherapeutics company with expertise in immune modulation and single cell science, in an agreement to exclusively license its Galectin-9 program, and grant an exclusive option to its CXCR5 and CCR8 programs, to biopharmaceutical company FibroGen, Inc. (Nasdaq: FGEN)
LigaChem Biosciences (KOSDAQ: 141080) in numerous collaboration agreements, including:
two collaborations with Iksuda Therapeutics totaling over $625 million in development, regulatory and commercial milestone payments: (i) a research collaboration and license agreement for the development of antibody-drug conjugates in oncology, (ii) a global license agreement for the development and commercialization of LCB73, a CD19-targeted ADC candidate for hematological tumors
a $400+ million multi-target research collaboration and license agreement with Takeda Pharmaceutical Company Limited
Dicerna Pharmaceuticals (Nasdaq: DRNA) in numerous agreements, including:
a global collaboration agreement with Novo Nordisk A/S to discover and develop novel therapies for the treatment of liver-related cardio-metabolic diseases for an upfront payment of $175 million, a $50 million equity investment and up to $357.5 million per target in development, regulatory, and commercialization milestone payments
a global collaboration and license agreement in excess of $1.67 billion in upfront and milestone payments, plus royalties, with F. Hoffmann-La Roche AG to develop and commercialize DCR-HBVS for the treatment of chronic Hepatitis B Virus (HBV) infection
three collaborations totaling over $4.5 billion in potential deal value and $250 million in upfront and equity investments: (i) global licensing and research collaboration with Eli Lilly focused on potential new medicines in the areas of cardio-metabolic disease, neurodegeneration and pain; (ii) collaboration with Alexion Pharmaceuticals to discover and develop RNA interference therapies for complement-mediated diseases; and (iii) research deal with Boehringer Ingelheim to discover and develop novel GalXC™ RNAi therapeutics for the treatment of chronic liver diseases, initially nonalcoholic steatohepatitis (NASH)
Bridge Biotherapeutics (KOSDAQ: 288330) in a collaboration and license agreement in excess of €1.1 billion in upfront and milestone payments, plus royalties, with Boehringer Ingelheim to develop Bridge Biotherapeutics’ autotaxin inhibitor BBT-877 for idiopathic pulmonary fibrosis (IPF) and other fibrosing interstitial lung diseases
Alexion Pharmaceuticals (Nasdaq: ALXN) in a $650+ million collaboration peptide deal with Zealand Pharma
LG Chem Life Sciences in a $900+ million multi-target, strategic collaboration with CUE Biopharma that provides LG Chem with the Asia rights to Cue Biopharma’s lead immuno-oncology CUE-101 program, and products in the two other CUE-102 and CUE-103 programs as well as a worldwide option for another antigen focused biologic
Early stage development deals for emerging technology companies with partners such as AstraZeneca, Novo Nordisk, and Sanofi
ROYALTY MONETIZATION
Purdue Research Foundation (an affiliate of Purdue University) in the monetization of a portion of its royalty interests in Pluvicto for over $100 million
Two European non-profits in their monetization of a portion of their royalty interests in a pharmaceutical product for the treatment of certain seizures
A group of individual inventors affiliated with a US-based university in the monetization of their royalty interests in a pharmaceutical product for the treatment of certain cancers
PATENT PROSECUTION
Provided IP due diligence counsel to Novartis AG (NYSE: NVS), a global healthcare company, on its $1.4 billion acquisition of Tourmaline Bio, a clinical-stage biopharmaceutical company focused on developing pacibekitug, an anti-IL-6 monoclonal antibody, as a treatment option for atherosclerotic cardiovascular disease (ASCVD).
Represent numerous universities and research institutes including the California Institute of Technology (Caltech),Dana-Farber Cancer Institute, Harvard University, Johns Hopkins, Massachusetts General Hospital, Massachusetts Institute of Technology (MIT), Tufts, the University of California and the University of Massachusetts in obtaining worldwide patent protection for pioneering inventions in areas such as organic chemistry and small molecule drug and diagnostic development, molecular biology and biopharmaceutical drug and diagnostic development, chemical, electrical and mechanical engineering and medical devices and diagnostics
Prosecute intellectual property portfolios for emerging companies and large companies, including Augmanity Nano, BioCryst (Nasdaq: BCRX), Karyopharm Therapeutics (Nasdaq: KPTI), La Jolla Pharmaceutical Company (Nasdaq: LJPC), Tetraphase Pharmaceuticals (Nasdaq: TTPH), TScan Therapeutics and Verseau Therapeutics
INTELLECTUAL PROPERTY LITIGATION
Achieved complete victory for Alexion Pharmaceuticals in a District of Massachusetts case arising from failed negotiations over a potential business relationship to develop C3 complement therapeutics. Won summary judgment on Amyndas Pharmaceuticals’ trade secrets, unfair competition and related claims after which Amyndas dismissed with prejudice its sole remaining claim for breach of contract.
Represented Dana-Farber Cancer Institute in a patent dispute concerning the inventorship of six patents issued to Ono Pharmaceutical Co., Ltd. and Dr. Tasuku Honjo of Kyoto University. Dana-Farber sought to add its scientist, Dr. Gordon Freeman, and former Genetics Institute scientist, Dr. Clive Wood, as co-inventors on a family of PD-1/PD-L1 cancer immunotherapy patents. After trial, we won a ruling ordering correction of all six patents and recognizing Dana-Farber’s co-ownership rights. The U.S. Court of Appeals for the Federal Circuit unanimously affirmed the ruling.
Represented the University of Massachusetts Biologic Laboratories in dispute with MedImmune over royalty obligations under technology license agreement covering MedImmune's Synagis® drug for treatment of RSV. Obtained judgment after trial requiring MedImmune to continue paying royalties. Judgment affirmed on appeal.
Represented Becton, Dickinson and Company (BD) in a patent infringement suit brought by Gen-Probe involving methods of automating nucleic acid diagnostic assays and related consumable products. Negotiated definitive settlement agreement pursuant to which BD is granted a license to make, use and sell products that were alleged to have infringed Gen-Probe patents.
REGULATORY MATTERS
Assisted in the design and establishment of the first data registry in the Medicare Coverage with Evidence Development (CED) program, by advising a coalition of leading academic medical centers and medical device manufacturers.
Successfully represented a coalition of molecular diagnostic companies to confirm assignment of diagnostic laboratory test payment to the Clinical Laboratory Fee Schedule through a Centers for Medicare & Medicaid Services (CMS) rulemaking process.
Developed legal argument to help secure the first Medicare New Technology Add on Payment (NTAP) for an oral drug in the hospital inpatient payment system.
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