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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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Maddy Demsky Zeylikman (Boalt School of Law '03)
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 edition of Chambers USA), 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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- Ropes & Gray represented AstraZeneca on
a number of complex M&A and licensing transactions during the
year. The most interesting transaction we consummated was AstraZeneca’s
acquisition of the pediatric asthma development programs of Verus
Pharmaceuticals, Inc., a San Diego-based biopharmaceutical company,
including the rights to Captisol-enabled budesonide and a novel
nebulizer delivery device. In the deal we worked on, AstraZeneca
paid Verus an upfront amount of $30 million, with the potential
for an additional earnout payment of $280 million. The pediatric
asthma program will also be the subject of a collaboration between
AstraZeneca and Verus. The acquired products are next generation
drugs that hold the potential to help millions of children suffering
from asthma. Ropes & Gray served as both lead outside
transactional and lead outside IP counsel in the transaction. For
a description of an associate’s role in another AstraZeneca
transaction click here.
- In 2007 Ropes & Gray 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 August of 2007 Ropes & Gray represented Bayer in
a $225 million co-development and commercialization agreement with
Nektar Therapeutics to commercialize NKTR-061, a drug that will
be used to treat Gram-negative pneumonias. Under the terms
of the agreement, Bayer is responsible for global clinical development,
regulatory strategy, manufacturing and marketing of NKTR-061. Nektar
received a $50 million upfront payment and will receive $175 million
in milestone payments with successful development and commercialization
of NKTR-061. We also provide ongoing representation to Bayer in
the regulatory area, particularly with respect to FDA approvals,
promotion and advertising regulation and issues surrounding the
regulation of clinical trials.
- Ropes & Gray serves as primary outside counsel for Wyeth's extensive
partnering and in-licensing transactions in support of its global
product development efforts. For example, during a single
calendar quarter during the past year, Ropes & Gray advised
Wyeth on partnering transactions with biotech companies located
in the United Kingdom, France, Belgium, Germany and the United
States that resulted in transactions involving upfront and potential
milestone payments in excess of $1 billion. These transactions
included substantial partnering deals with Pharmacopeia and Catalyst
in the US, Biotica and Isogenica in the UK, Nautilus in France
and Elbion in Belgium, among others. Ropes & Gray also
regularly represents Wyeth's Consumer Products Division and during
2007 negotiated a complete worldwide revision to the global supply
arrangements for one of Wyeth's leading consumer products. Ropes & Gray
serves as one of Wyeth's primary outside counsel for national and
international merger and acquisition transactions and, within the
past year, completed, for example, an acquisition of cardiovascular
assets from Proctor & Gamble. 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 this transaction click here.
- In July 2007, we represented Biogen Idec in
its agreement with Cardiokine, Inc., a privately-held specialty
pharmaceutical company, to jointly develop lixivaptan. Under terms
of the agreement, Cardiokine received a $50 million upfront payment
and up to $170 million in additional milestone payments for successful
development and global commercialization of lixivaptan, as well
as royalties on commercial sales. Biogen Idec will be responsible
for the global commercialization of lixivaptan and Cardiokine will
have an option for limited co-promotion in the United States (U.S.).
More recently, in November 2007, we represented Biogen Idec in
its agreement with Neurimmune Therapeutics AG for the worldwide
development and commercialization of novel, fully human antibodies
for the treatment of Alzheimer's disease (AD). Under the
terms of the agreement, Neurimmune will conduct research and Biogen
Idec will be responsible for the development and commercialization
of all products. Neurimmune could receive an aggregate of $380M
in upfront and success-based milestone payments, as well as a royalty
on net sales of any products.
- 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. At its IPO, Sirtris offered
6,900,000 shares, resulting in aggregate net proceeds to Sirtris
of approximately $62.4 million (after deducting underwriting discounts
and commissions). The IPO included extensive due diligence
on the patent portfolio that Ropes & Gray has helped the company
to build and also involved issues such as FDA regulation and SEC
disclosure issues that were associated with IP considerations.
The company's headquarters are in Cambridge, Massachusetts.
- 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?
Monthly lunch meeting.
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