Mergers & Acquisitions
- Advised AurKa Pharma, Inc., a company established by TVM Capital Life Science to develop an oncology compound with the potential to treat certain types of solid tumors, in a sale worth up to $575 million to Eli Lilly and Company (NYSE: LLY).
- Represented CutisPharma, Inc., 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, L.L.C.
- Represented leading healthcare data analytics company Inovalon Holdings Inc. (INOV:Nasdaq) in its $1.2B acquisition of ABILITY Network, a cloud-based software-as-a-service healthcare technology company.
- Represented Good Start Genetics, a privately-held molecular diagnostics company focused on preimplantation and carrier screening, in a definitive merger agreement with genetic information company Invitae Corporation (NYSE: NVTA).
- Represented Living Proof, Inc., the innovative premium hair care business that solves hair problems by using breakthrough science, in its acquisition by Unilever. Living Proof will be part of Unilever’s Prestige portfolio.
- Represented Immunetics, Inc., a diagnostics company focused on developing specialized tests for infectious diseases, in its sale to Oxford Immunotec Global PLC (Nasdaq:OXFD).
- Represented Alere Inc. (NYSE: ALR) on the pending $600 million sale of its Alere Health division to healthcare company Optum.
- Represented Massachusetts based, diagnostic technology company, IQuum, Inc. in connection with its sale to Swiss drug maker Roche for $450 million.
- Represented deCODE Genetics, a global leader in analyzing and understanding the link between the genome and disease susceptibility, in its $415 million all-cash acquisition by Amgen Inc.
- Represented Pervasis Therapeutics, a clinical-stage company developing a broad portfolio of cell-therapy products, in a sale of substantially all of its assets to Shire plc. A Shire spokeswoman said the Pervasis deal is valued in the “single-digit millions,” up-front, but could be worth up to nearly $200 million in milestone payments that are dependent on Shire’s achievement of certain clinical-development and commercial milestones. Prior to the sale, Foley Hoag helped Pervasis to raise capital from investors that included Polaris Venture Partners, Flagship Ventures and Highland Capital Partners.
Securities & Corporate Finance
- Advised biotechnology company Morphic Therapeutic in its $80 million Series B financing led by Omega Funds and Novo Holdings, with participation from new investors, including Invus and EcoR1 Capital as well as Morphic’s Series A investors.
- Represented Arsanis, Inc., 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.
- Represented Ovia Health (formerly known as Ovuline), the leading women's healthcare technology company, in its $10 million Series A Financing to support future growth and expand its maternity benefits solution to employers and insurers nationwide.
- Represented ORIG3N, Inc., a leader in regenerative medicine and provider of pluripotent stem cell storage, in its recent round of financing in the amount of $3.1 million.
- Represented Zosano Pharma Corporation (NASDAQ: ZSAN) in its initial public offering of 4,500,000 shares of its common stock at a price of $11.00 per share.
- Represented Rinovum Women’s Health, a privately-held, U.S.-based women’s health company, in its Series C funding.
- Advised lead investors Alopexx and Inventages (Nestlé’s venture capital arm) in $15.6 million Series D financing of emerging medical device company Cognoptix, targeting the early detection of Alzheimer's disease.
- Advised Applied Genetic Technologies Corporation (NASDAQ: AGTC), a Florida based gene therapy company, with its initial public offering (IPO) and subsequent follow on public offering of its common stock, which raised over $80 million.
- Assisted Selecta Biosciences, Inc., a biopharmaceutical company founded by Dr. Omid Farokhzad and Professors Robert Langer and Ulrich von Andrian, in a $47.25 million financing by RUSNANO, a Russian Federation fund that supports the advancement of nanotechnology.
- Represented Alere in its $1 billion+ senior bank financing to fund acquisitions and investments.
- Advised Arisaph in a $26.25 million transaction with Royalty Pharma to monetize anticipated future revenues from the commercialization of products.
- Advised Novelos Therapeutics, Inc., a publicly-traded biopharmaceutical company developing therapeutics to treat cancer and hepatitis, in a $9 million private placement of common stock and warrants.
Licensing & Strategic Alliances
- Represented global biopharmaceutical company Alexion Pharmaceuticals, Inc. (NASDAQ:ALXN) in a partnership with Complement Pharma to co-develop a pre-clinical C6 complement inhibitor for neurodegenerative disorders.
- Advised Calithera Biosciences, Inc. (NASDAQ: CALA), a clinical-stage pharmaceutical company, as it entered into a worldwide license agreement with TransTech Pharma, granting Calithera exclusive rights to research, develop and commercialize TransTech's portfolio of hexokinase II inhibitors.
- Advised NextCODE Health, LLC in its sale of its wholly-owned operating subsidiary, NextCODE Health Luxembourg, S.a.r.l. to WuXi Genomics, Inc.
- Advised Zosano Pharma Corporation (NASDAQ: ZSAN) in its exclusive licensing agreement with Eli Lilly and Company to develop ZP-PTH -- Zosano’s proprietary formulation of parathyroid hormone 1-34 (PTH) -- using Zosano’s microneedle patch system for the treatment of osteoporosis patients.
- Advised Good Start Genetics, Inc. in a collaboration agreement for prenatal and other tests with PerkinElmer, Inc.
- Advised Zosano Pharma Corporation, a California-based, venture capital-backed, biotechnology company that is a pioneer in the transdermal drug delivery field, in the negotiation of an agreement with Novo Nordisk A/S to develop a new transdermal presentation of semaglutide.
- Advised OliPass Corporation, a Korean biopharmaceutical company, in negotiating a worldwide collaboration agreement with Bristol-Myers Squibb Company (BMS) to develop antisense therapeutics against multiple targets using OliPass’s technology.
- Represented Metamark Genetics Inc. as it entered into a research, collaboration and license agreement with Janssen Biotech Inc. to develop and commercialize Metamark’s novel cancer therapeutic targets for up to $365 million in payments.
- Early stage development deals for emerging technology companies with partners such as AstraZeneca, GlaxoSmithKline, Medtronic, Merck, Novo Nordisk, Stryker and Sanofi.
- Represented Translational Therapeutics in its in-license and equity investment deal with Clavis Pharma ASA for a thyroid cancer treatment.
- Represent numerous universities and research institutes including Dana Farber, Harvard Medical School, Mass General Hospital, Johns Hopkins, Tufts 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 Alere, Arisaph, BioCryst, Infinity, Organogenesis and Santarus.
Intellectual Property Litigation
- Represented 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 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.
- On the eve of trial against W.L. Gore on patent and trade-secret claims, obtained a general release of all claims, allowing GI Dynamics to retain exclusive ownership and control of core elements of its patent portfolio.
- We provide regulatory advice to top pharmaceutical, medical-device and biotechnology companies including Abbott, Amgen, AstraZeneca, Baxter, Cubist, Genzyme, Genentech, Gilead and Lilly.
- 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.