||Licensing & Collaboration|
|Covington & Burling
||Covington & Burling|
|Latham & Watkins
||Morgan Lewis & Bockius|
|Ropes & Gray
||Wilson Sonsini Goodrich & Rosati|
||Foley & Lardner|
||Latham & Watkins|
||Morrison & Foerster|
|Morgan Lewis & Bockius
||Ropes & Gray|
||Wiggin and Dana|
|Wilson Sonsini Goodrich & Rosati
We asked attorneys in a survey to name the most important deals or transactions over the past year (see chart, page bottom). Our favorite answer, because it summarizes the industry so well, was: "The nature of the business is that we may not be able to answer that for another 5-10 years." It is within that industrial paradigm that these attorneys operate – drafting contracts for complicated products while being mindful that only a handful will actually make it to market.
Many attorneys highlighted the blurring lines between M&A deals and licensing transactions, a trend largely driven by clients seeking better exit strategies. "Traditionally, I was a licensing and collaborations attorney and now I am doing more M&A work," explains one partner. "It is now a mix and it is not just that the market is moving from traditional licensing to traditional M&A, the market is morphing into the same hybrid market." Many mentioned that constrained financing has led to a greater variety of contract formulations in order to balance risk for the parties involved.
Additionally, nearly everyone mentioned that one of their client's largest complaints was the length of time it takes to bring products to market. Among the many reasons for delay was the (un)predictability of the FDA. "FDA is a big question," explains one. "It has turned into a much bigger crapshoot at the FDA. It has improved in the past couple of years, but that may be a blip not a trend."
"An undisputed, leading life sciences firm and possibly the leader in the biotech space," says one competitor about Cooley, a massive player in the bay area. "Their brand awareness is huge. They have a life sciences franchise." With 10 Life Science Stars handling corporate and transactional work on behalf of a diverse catalogue of clientele in the industry, Cooley's dominance in the area is unquestionable. "They really see the big picture, tons of experience to pull from, very creative and very professional," praises another rival.
With offices in San Diego, San Francisco and Seattle, Cooley has stars all along the west coast. Barclay Kamb working out of the Palo Alto office and San Diego-based L. Kay Chandler are two of the many attorneys with highly respected and well-established practices in the field.
Barbara Kosacz and Robert Jones are time and again referred to as preeminent attorneys working in the transactional arena. "I would call Barbara the queen of partnering deals," says an admiring competitor. "She is really quite good." Kosacz has experience working as the vice president, business development, and general counsel of iScribe, a venture-backed startup, providing her with hands-on insight and a valuable lens to view her client's problems.
An important and distinguished trait of Cooley's transactional practice is the firm's deep understanding of the industry, a critical attribute given the industry's specialized science. "They are good, tough, and know what they are doing," says another contemporary. Simply put, Cooley is a powerhouse in this sector.
Covington & Burling
The finance and transactional team at Covington & Burling is a formidable piece of a balanced, full-service practice group. "Covington as a firm is excellent in M&A and they are deep in the general life sciences areas," says one general counsel at an international pharmaceutical company. "They are excellent lawyers, and we have developed a great relationship. They understand the pharmaceutical industry quite well."
John Hurvitz, co-chair of Covington's Life Sciences Industry Group and the firm's Technology Transactions Group, is one of numerous leading attorneys practicing out of Washington, DC, the firm's central hub. Peers highlight Hurvitz's technical capabilities and industry knowledge while noting that he has a gift for complicated product deals.
In January 2012, Hurvitz, along with Emily Leonard, vice-chair of the firm's Life Sciences Industry Group, and Edward Dixon advised AstraZeneca with a grant to Impax Pharmaceuticals for an exclusive US license to commercialize the tablet, nasal spray, and orally disintegrating tablet forms of Zomig. The life sciences team at Covington also counseled Gilead through a series of licensing deals for HIV combination products over the past year.
Bicoastal strength in the transactional area is another distinguished characteristic of Covington, distancing the firm from many of its competitors. James Snipes and Leonard are both based in the Bay Area and are highly respected figures in the life sciences sector. Leonard and the Covington team helped pharmaceutical giant Eli Lilly with a staged unwinding of its alliance with Amylin Pharmaceuticals.
We asked attorneys what deals last year had an important impact on the industry. The following were mentioned most often:
- Johnson & Johnson acquisition of Synthes for $21.3 billion, April 2011.
- Sanofi-Aventis acquisition of Genzyme Corporation for $20.1 billion, February 2011.
- Gilead Sciences acquisition of Pharmasset for $11.2 billion, January, 2012.
- Daiichi Sankyo acquisition of Plexxikon for $935 million, April 2011.
- Endo Pharmaceuticals acquisition of American Medical Systems for $2.9 billion, April 2011.
- Novartis merges with Alcon valued at $12.9 billion, April 2011.
"Business-minded" is how Edwards Wildman (formerly Edwards Angell Palmer & Dodge) bills itself. Led by Nathaniel Gardiner, co-chair of the Life Sciences Practice Group, the firm handles a variety of transactions for both US and international companies in the life sciences sector. Overall, the firm's life sciences practice works with over 200 life sciences companies, spanning the biotechnology, pharmaceutical, and medical device fields.
Moreover, the life sciences team frequently handles matters related to venture capital firms and investment funds focused on the industry. The firm developed a counseling program called HIT (Helping Innovators Thrive). With $2 million in annual discounts, deferrals, and awards of free legal service, the program was created to help qualifying entrepreneurs and young companies avoid legal pitfalls with strategic advice at an early stage but at a cheaper price.
Foley & Lardner
Foley & Lardner has been involved in the life sciences space for a very long time, especially with universities actively licensing their own research. The firm counts MIT, Harvard, Michigan, and Wisconsin among some of the universities they counsel. Additionally, Foley works closely with the University of Wisconsin's Alumni Research Foundation, a scientific community patenting the discoveries of researchers at the school.
Outside of the academic arena, the firm has the resources to drive business results. Richard Kaufman, based in San Diego, has been active in the market for years. "He is an excellent attorney, very detail-oriented attorney," says one of Kauffman's contemporaries. "He has been in this space for the last 25 years and is a very hands-on attorney." Kaufmann is joined by life sciences co-chair Gabor Garai and partner Ronald Eppen, both located in Boston.
In June 2011, recognizing that clients need more than legal insight to succeed, Foley Lardner launched Foley Ventures, a venture capital fund that invests exclusively in or with their clients.
With a diverse client base spanning everything from start-ups to Fortune 100 companies, Goodwin Procter delivers results with its Boston-based transactional team. Led by national co-chair of the firm's life sciences practice, Kingsley Taft, who competitors view as a talented licensing and collaborations attorney, the transactional practice can handle a wide range of business needs on behalf of a full spectrum of life sciences clients.
In addition to Taft, Lawrence Wittenberg, co-chair of the firm's Technology Companies Group, and Mitchell Bloom, co-chair of the life science practice, are well versed in the intricacies of the industry. With roughly 30 years of industry experience, Wittenberg, who moved to Goodwin in 2005 from Testa Hurwitz & Thibeault, delves into the healthcare IT sector in addition to handling corporate transactions on behalf of life sciences companies. Bloom's practice is primarily focused on emerging companies and beyond handling specific transactions, often fills in as an outside general counsel for many of his clients.
Asher Rubin is the global co-head of the Life Sciences Industry Sector team at Hogan Lovells, a large multinational firm. Rubin's practice spans a number of transactional and corporate matters for the industry. He has represented Merck, Tesaro, MGI Pharma, and Amplimmune in the past, and regularly advises board of directors and board committees on corporate matters.
Competitors note that Shane Albright is an intelligent and practical attorney. "I know him very well. He is a very good guy and a smart attorney," says one noting that Albright "makes good points and gets the deal done." Albright has a Ph.D. in Molecular and Cell Biology from the University of California, Berkeley, and was a Howard Hughes Medical Institute pre-doctoral fellow. He handles work on behalf of many different types of clients, including those in the biopharmaceutical, diagnostics, medical instrumentation, and vaccine sectors.
"They do tons and tons of M&A, a ton of which is for bio and pharma companies on the buy side," says one competitor about Jones Day. The firm does a lot of work for Celgene, and recently advised the company on a $2.9 billion merger with Abraxis BioScience. The deal accelerated Celgene's development in the oncology field.
New York-based Ann Gisolfi incorporates intellectual property strategy with her transactional practice. She helped Celgene negotiate a drug discovery agreement with Array BioPharma, a biopharmaceutical focused on developing small molecule drugs for cancer and inflammatory diseases. San-Diego based Thomas Briggs, co-leader of the firm's Licensing & Technology Transactions group, represented Avanir Pharmaceuticals in a worldwide exclusive license with Concert Pharmaceuticals to develop and commercialize deuterium-modified dextromethorphan.
Morgan Lewis & Bockius
Morgan Lewis & Bockius, a national firm with a large footprint, is known by the market for working with large pharmaceuticals. "Very detailed and very thoughtful," one competitor says about the team, after working with them on a transaction. Notably, the transactional team is buttressed by practice area strength in regulatory, IP, and litigation sectors.
The finance and transaction team regularly handles a full range of deals for life sciences companies, including M&As, strategic alliances, and joint ventures, among others. Representative transactions for Morgan Lewis include counseling Concordia Pharmaceuticals when it sold a host of assets, including the drug Slirasib to Kadmon Corporation. On the agri-tech front, the team handled FMC Corporation in its acquisition of Bayer CropScience's Rovral iprodine and Sportak prochloraz brands.
The deal-making strength is based out of the Princeton office, led by Randall Sunberg, vice chair of the firm's Life Sciences Interdisciplinary Group, and co-chair of the firm's Life Sciences Transactional practice. "I really, really like Randall Sunberg," enthuses one client. "He is very bright, catches on very fast, and is very hard-working. He is brilliant when it comes to pharmaceuticals." This past year, Sunberg handled Enzon Pharmaceutical's collaboration deal with Zhejiang Hisun Pharmaceuticals, a Chinese company, with Enzon's customized PEGylation linker technology, a therapeutic.
Sunberg is joined by Fahd MT Riaz and David Glazer, two more Life Science Stars based out of the Princeton office. In addition to handling many deals throughout the Northeast corridor, Riaz is active internationally, including both Europe and Japan.
Morrison & Foerster
The transactional team at Morrison & Foerster (MoFo) benefits from a top-notch intellectual property practice, providing the team with an unmatched technical background. Life Science Star, Mark Wicker, based in San Diego, has been active in the sector for years. "Mark is a very intelligent and very good at drafting,' says one peer. Wicker works largely with high technology and has represented Halozyme, Pure Biosciences and Incyte Genomics in the past.
MoFo's bay area team is led by Michael O'Donnell and Stephen Thau. O'Donnell has roughly 25 years of experience handling a whole host of corporate issues on behalf of biopharmaceutical companies. He was the lead attorney on many IPOs, including Pain Cytokinetics, NeurogesX, and Sequana Therapeutics, to name a few. Thau, a board member of BayBio, re-joined MoFo after practicing at Venture Law Group and Heller Ehrman and represents a number of venture capital firms, in addition to a catalogue of life sciences companies.
In Washington, DC, Van Ellis, a member of the firm's Technology Transactions group and its Life Sciences Group came from Howard Hughes Medical Institute, a non-profit biomedical research organization. Ellis' practice is centered on early stage and multinational companies in the life sciences sector.
Latham & Watkins
Every once in a while an attorney's name is mentioned so often by the market that it becomes a comparative marker for other attorneys hoping to achieve that stature. Alan Mendelson of Latham & Watkins is one of those names. "Obviously a big name, been around for a long time," says one competitor about the corporate titan. "He's iconic, he really is," admits another.
In March of last year, Mendelson counseled Plexxikon, a pharmaceutical company, while being acquired by Tokyo-based, Daiichi Sankyo, Japan's third largest pharmaceutical company. The $935 million deal–$805 million up-front coupled with $135 million in near-term milestone payments for Plexxikon shareholders–revolved around PLX4032, an oral cancer drug, according to the company's press release.
Although Medelson's presence looms large, he is not the only star on Latham's expansive bench. Judith Hasko, Faye Russell, and Charles Hoyng garner tremendous praise from the market. Hasko counseled MAP Pharmaceuticals on a collaborative deal with Allergan to promote and sell MAP's Phase III stage, proprietary product known as LEVADEX, an experimental migraine treatment. The deal was structured to provide MAP with co-promotion rights and allows MAP to develop the product for other uses.
In other notable deals, the "very talented" San Diego-based John Wehrli counseled Alios Bio Pharma with a $1.5 billion collaboration with Vertex Pharmaceuticals for the development and commercialization of a hepatitis C treatment. Partner Charles Ruck, helped American Medical Systems as it was acquired by Endo Pharmaceuticals for $2.9 billion.
Ropes & Gray
Competitors see Ropes & Gray as a powerful transactional firm, more on the large pharmaceutical side of deals. In November 2011, the team represented Pfizer during its acquisition of Excaliard Pharmaceuticals, a biopharmaceutical working on drug treatments for skin scarring. Life Sciences Star Geoffrey Davis helped out with the transaction, which concentrated on a phase two developmental drug Pfizer plans to further develop.
"Another very good lawyer, very competent, very sharp helpful and courteous," one peer says about Michael Sexton. Over this past year, Sexton helped Janssen Biotech, one of the Janssen Pharmaceutical companies of Johnson & Johnson, enter into a joint- development and marketing agreement with Pharmacyclics for an anti-cancer compound. He also advised Centocor Ortho Biotech's in a settlement agreement with Merck and its subsidiary Schering-Plough to amend the distribution rights for Remicade (infliximab) and Simponi (golimumab), which treat chronic inflammatory diseases.
Co-chair of the Ropes' Life Sciences Practice Group is Marc Rubenstein, who regularly focuses on publicly traded companies in the life sciences industry. In June 2011, a Rubenstein-led team represented Synageva BioPharma in an all-stock merger agreement with Trimeris. Upon completion, the new company, Synageva BiopPharma, created a publicly traded company focused on the development of therapeutics for rare diseases.
Rounding out the team is Life Sciences Star Steven Wilcox whose client list is a veritable "who's who" of massive players in the industry, including AstraZeneca, Bayer, Johnson & Johnson, Medtronic, Pfizer, and Stryker. Competitors highlighted Wilcox's private equity practice.
"Sidley can come in with a breath of fresh air and can connect on a global basis," says one client about how the powerful, multi-disciplinary practice of Sidley Austin can handle his matters. Another client echoed the importance of their global practice: "In the corporate area they are great and have a global reach. I really think they do a great job."
Chicago-based Pran Jha represented Cephalon in three transactions over the past year, including its acquisition of an option to purchase Alba Therapeutics, an investment and collaboration with Msoblast, and helped with securities issues during the acquisition of ChemGenex Pharmacticals. Jha's practice is centered around M&A, corporate finance, and general corporate counseling.
Jeffrey Rothstein, co-head of the firm's Technology Transactions Practice, advised Monsanto with an extension and expansion of a gene collaboration agreement with BASF on dicamba-toleratn cropping systems. In addition to his experience with agricutlrual biotechnology, Rothstein handles a variety of matters for companies, ranging from early-stage to multinationals.
Clients gush over Deborah Marshall, who is based out of the firm's Palo Alto office. "We couldn't be happier with her," explains one. "She privately advises us in a way that accomplishes a better deal for us and she gets the deal done, especially given the difficult tasks we give her." Marshall advised GE Healthymagination/GE Healthcare with investments in Veran Medical Technologies and C8 MediSensors. The investments were made by the GE Healthymagination Fund, an equity fund that identifies promising healthcare technology companies.
Wiggin and Dana
Clients rave about working with James Farrington and Patricia Kavee Melick, two Life Sciences Stars at this Connecticut-based boutique. "They are really responsive – that is one the best things about them," one client explains. "They are more responsive than some of the firms just down the road. One of the deals was over a Christmas, and literally we were on the phone through the holidays. They were up for it."
"Definitely a top firm," says another pleased client who uses the boutique largely for its licensing and collaboration expertise. "They are quite pragmatic and are very knowledgeable. They understand my company and the industry very well." The firm regularly handles numerous licensing deals for discovery technologies, developmental products, and approved products. Notably, a majority of Wiggin and Dana's unique practice is dedicated to the needs of European clients aiming for global licensing deals.
"A cut above," says one competitor about Boston-based WilmerHale, well-known by practitioners for a powerful mergers & acquisitions practice. "They've been doing this a long time," says another. Recently, the firm counseled Massachusetts-based BioVex during their $1 billion acquisition by Amgen. According to an Amgen press release, BioVex was paid $425 million in cash at closing. The remaining $575 million is tied to regulatory and sales achievements. Life Sciences Star, Steven Singer participated on the deal.
Alfred Server and Steven Barrett work in the firm's Technology Transactions and Licensing Group. Server has a doctorate in Neurological Sciences from Stanford University and has worked on many high-profile deals including advising Incyte in $2 billion worth of licensing deals with Novartis and Eli Lilly. Clients for Barrett include Aileron Therapeutics, Bristol-Myers Squibb, and ZIOPHARM Oncology.
Wilson Sonsini Goodrich & Rosati
With a strong team in Silicon Valley, Wilson Sonsini Goodrich & Rosati ranks as one of the premier life sciences transactional groups. "Kenneth Clark – he's a guy that I really admire," says one practitioner about one of the more active attorneys in this space. Clark is noted for his licensing work in the biotechnology field and has over 75 major strategic alliance transactions under his belt. Additionally, he is often tapped to serve as general counsel or on the board of directors in the biotech industry.
Star-power is one of the team's strengths. Clark is joined by Michael Rabson, J Casey McGlynn, and Ian Edvalson, each with active practices in their own right. Edvalson represents a lot of traditional biotech companies in the small and large molecule areas. This past year he's been active in the generic space, representative of an industry trend where generics are looking to do more proprietary delivery systems in order to differentiate their products.
McGlynn has a premiere medical device practice, and peers comment that he provides his clients with extraordinary business acumen, an important characteristic in the transactional world. Rabson has a Ph.D. from Yale in Infectious Disease Epidemiology and has more than 20 years working in the biotechnology space in some capacity. He has served as general counsel at Cytokinetics, a clinical-stage biopharmaceutical company, in addition to being a general counsel at Maxygen.