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Antitrust | Colleges & Universities | Debt
Financing | Health
Care
Intellectual
Property & Rights Management | International | Investment
Management
Life
Sciences | Private
Equity | Private
Investment Funds | Real
Estate | Securities & Public
Companies
Sports Law |
Technology
Companies | Venture
Capital
& Emerging Companies
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| How
big is our practice group?
Over 100 professionals.
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Amanda Austin (Harvard
Law School '05) is involved with biotech and pharmaceutical
companies in connection with various licensing and corporate
partnering transactions. |
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What
do we do?
Ropes & Gray's Life Sciences Practice Group is one of the leading
life sciences practices in the nation (Ranked in Band 1 – National,
according to the 2007 & 2008 editions of Chambers USA and recognized
as a leading international practice in the 2008 & 2009 editions of
Chambers Global), serving a full range of legal needs of pharmaceutical,
biotechnology and medical device companies and research institutes,
including financings, IPOs, licensing, M&A,
patent due diligence, prosecution and litigation, FDA regulatory, research
compliance, reimbursement, health care compliance and government enforcement
defense. Our multi-disciplinary team of over 100 life sciences lawyers
and technical specialists, working together in coordinated fashion,
have the expertise and experience to successfully resolve virtually
any legal problem facing life sciences companies. |
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| What
have we done lately?
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- In 2008, we advised Genzyme in connection with
the negotiation and drafting of a major strategic alliance with
Isis Pharmaceuticals, Inc. in which Genzyme will develop and commercialize mipomersen,
Isis' potential blockbuster lipid-lowering treatment for high risk
cardiovascular patients that utilizes novel antisense technology.
As part of the strategic relationship, Genzyme also received preferred
access to future Isis drugs for CNS and certain rare diseases.
Genzyme paid Isis $150 million to purchase five million shares
of Isis common stock for $30 per share. Genzyme also paid
Isis a $175 million up-front mipomersen license fee. In addition
to this initial $325 million, Isis has the potential to receive
significant milestone payments for mipomersen, which is currently
in phase 3 trials. Once the product is launched, the two
companies will share profits. Isis committed to provide $125
million of development funding for mipomersen. Thereafter
Isis and Genzyme will share development costs equally. The
initial Isis development funding commitment and the shared funding
will end when the program is profitable.
- In 2007 we represented Genzyme in the $345 million
acquisition of Bioenvision, through which Genzyme gained exclusive,
worldwide rights to clofarabine, a cancer therapeutic currently
approved for relapsed and refractory pediatric acute lymphoblastic
leukemia patients. Ropes & Gray also recently represented Genzyme
in its $584 million acquisition of AnorMED — the first hostile
tender offer ever completed in the biotech industry — through
which Genzyme acquired Mozibil, a promising new product candidate
for stem cell transplantation. For a description of the associate’s
role in this transaction click here.
- In 2008 we represented Bayer in its spin-off
of cancer compounds to ACT Biotech, a start-up biotechnology company
financed and controlled by NGN Capital, a venture capital firm
with offices in New York and Heidelberg, Germany. Bayer retained
an equity stake in ACT Biotech and investor rights on a par with
those held by the venture capital investors. In addition
to an asset purchase agreement conveying title to certain assets,
Bayer also entered into a license agreement with ACT Biotech granting
rights to exploit certain patents retained by Bayer in certain
medical fields. For a description of the associate’s
role in this transaction click here.
- Ropes & Gray serves as primary outside counsel for Wyeth's Global
Business Development Group which is charged with establishing and
managing all licensing, partnering and other collaborative relationships
covering all third-party technology and intellectual property included
in Wyeth's product pipeline and marketed product lines. During
2008, Ropes & Gray advised Wyeth in regard to multiple transactions
in the United States, Europe and Asia, involving upfront, milestone
and other payments well in excess of $1 billion. Our advice
covered a range of transactions, including: multiple pharmaceutical
pipeline-building deals with biotech companies such as Advanced
Life Sciences and Adlyfe in the United States and Santaris Pharma,
Biotica and Elbion in Europe; numerous transactions relating to
Wyeth's ongoing collaboration with Élan for the development
of Bapineuzumab for the treatment of Alzheimer's disease; consumer
product deals such as renegotiation of Wyeth's supply agreement
for its Centrum® and Caltrate® nutritional supplement
product lines; and negotiation of settlement and license agreements
addressing generic challenges to Wyeth's Effexor® product by
companies such as Impax Laboratories. We also represented
Wyeth in connection with its acquisition of the ThermaCare® line
of therapeutic heat wrap products from Proctor & Gamble.
In this transaction, Wyeth acquired all of P&G's intellectual
property and manufacturing assets dedicated to the ThermaCare® business
in exchange for $200 million. We also provide advice
to Wyeth on securities law matters and on clinical and regulatory
compliance, as well as on patent matters. For a description
of the associate’s role in the Santaris transaction click here.
- Ropes & Gray represents Biogen Idec in
licensing and collaboration transactions, strategic transactions,
securities, corporate and IP matters. In February 2008, we
represented Biogen Idec in a $1 billion public bond offering.
The bonds are Biogen Idec's senior unsecured obligations and were
issued in two tranches, one due 2013 bearing interest at 6% and
one due 2018 bearing interest at 6.875%. The bonds were issued
by Biogen Idec in part to finance a $3 billion share repurchase
affected through an issuer tender offer in the middle of 2007.
Biogen Idec's bond offering represents the largest debt offering
in the life sciences industry in 2008. Ropes & Gray also acts
as worldwide patent counsel for Biogen Idec. During 2008,
we acted for Biogen Idec in two interferences in the United States
Patent and Trademark Office. Both relate to immunotherapeutic
agents, the clinical and commercial aspects of which are managed
in Biogen Idec's San Diego office. One interference was settled.
In the other, judgment was entered in Biogen Idec's favor, the
time for appeal has not expired.
- Sirtris Pharmaceuticals is a biopharmaceutical
company focused on discovering and developing drugs to treat diseases
of aging, including metabolic diseases such as Type 2 diabetes.
Ropes & Gray has represented Sirtris since its inception
and is both corporate and IP counsel to the company and represented
the company through several rounds of private financing, in which
it raised over $100 million, and when it went public in 2007. In
June 2008, we represented Sirtris Pharmaceuticals in connection
with its sale to GlaxoSmithKline for approximately $720 million
through a cash tender offer of $22.50 per share, an 84% premium
over the company's publicly traded stock price of $12.23 per share. Approximately
97% of Sirtris Pharmaceuticals' outstanding shares were tendered
in the offer. Sirtris Pharmaceuticals became part of GlaxoSmithKline's
Drug Discovery organization, while continuing to operate from laboratories
in Cambridge, Massachusetts as an autonomous drug discovery unit.
Ropes & Gray
has been retained by GlaxoSmithKline to continue to serve as patent
counsel on Sirtris' acquired patent portfolio.
- In 2008, we represented Pfizer in its license
and collaboration agreement with Avant Immunotherapies and Celldex
Therapeutics for a therapeutic cancer vaccine drug candidate CDX
110, which is in Phase 2 clinical trials for the treatment of glioblastoma
multiforme (GBM), a type of brain cancer. The deal involved
an upfront payment to Avant of $40 million, a $10 million equity
investment in Avant, Pfizer's funding of all development costs
and potential milestone payments exceeding $390 million, as well
as double-digit royalties on any product sales. We also
represented Pfizer on several merger and acquisition and licensing
transactions that have not yet closed, as well as a number of confidential
regulatory and government enforcement matters.
- FDA Practice: Our regulatory and governmental
affairs lawyers regularly provide counsel, representation, and
strategic advice to companies subject to food and drug law. Our
wide-ranging experience includes representation before the Food
and Drug Administration (FDA), the Drug Enforcement Administration
(DEA), and the Federal Trade Commission (FTC), as well as before
grand juries and state and federal courts. For a description
of the associate’s role in this work click here.
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When do we meet?
Bimonthly lunch meeting.
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