Life Sciences | Morrison Foerster

Morrison & Foerster provides a full range of services to clients in the biotechnology, medical device, pharmaceutical and healthcare industries. The firm's Life Sciences Group has over 180 lawyers in offices around the world, working with life sciences companies at every phase of their growth cycle, including formation and financing of early-stage ventures; start-up technology transfer; structuring and negotiating licenses, research and development collaborations, and other technology transactions; corporate partnerships and collaboration; planning and developing intellectual property portfolios; mergers and acquisitions; initial public offerings and follow-on securities offerings; protecting and defending intellectual property rights; and siting, permitting, developing and financing new research and manufacturing facilities.

Our European practice offers unrivalled transactional expertise. We provide advice all aspects of corporate and commercial transactions and issues relevant to life sciences companies, their investors and advisors.

Matters

3i plc. Advising 3i on the proposed £230 million acquisition by GlaxoSmithKline plc (GSK) of Domantis Ltd, a leader in developing the next generation of antibody therapies. Domantis, a privately owned company backed by 3i, will become part of GSK’s Biopharmaceuticals Centre of Excellence for Drug Discovery (CEDD) while continuing to operate from laboratories in Cambridge, UK.
Acambis plc. Advising London Stock Exchange listed vaccine company Acambis plc on the £276 million recommended takeover offer from Sanofi-Aventis. Implemented by Scheme of Arrangement.
Arrow Therapeutics Ltd. Advising the shareholders of Arrow, a privately owned UK biotechnology company focused on the discovery and development of anti-viral therapies, in its $150 million acquisition by AstraZeneca.
Derms Development. Advising the selling shareholders on the disposal of the Company to York Pharma.
KuDOS Pharmaceuticals Limited. Advising the shareholders of KuDOS, a privately-owned UK biotechnology company, in relation to the $210 million acquisition of KuDOS by AstraZeneca.
IS Pharma (formerly Maelor). Advising AIM listed IS Pharma, on its £13m acquisition of Acorus Therapeutics Ltd and the acquisition of Speciality European Pharma International AG.
Paradigm Therapeutics. Advising the private equity owners of Paradigm, a private UK drug discovery and development company, in its acquisition by Takeda Pharmaceutical Company, the largest pharmaceutical company in Japan.
PIramed. Advising the institutional and individual owners of PIramed, a privately-owned UK company focusing on treatments for cancer and immune inflammatory diseases, on the sale of the company to Roche, one of the worlds leading research focused healthcare groups. Under the terms of the agreement, Roche will acquire PIramed's entire share capital for $160 million plus a milestone payment of $15 million and an amount equal to cash balances.
ReNeuron Group plc. Advised ReNeuron Group plc, a leading UK-based stem cell therapy business, on the acquisition of the business assets of AmCyte Inc., a development stage cell therapy company based in Santa Monica, California.

Representative Venture Capital/Private Equity Transactions

Hunter Fleming Ltd. Acting for the selling management and shareholders of UK biotech company, Hunter Fleming Ltd, in relation to their disposal of the entire issued share capital of Hunter Fleming to Newron Pharmaceuticals SpA.
Onyvax Limited. Representing cancer vaccine developer Onyvax in a £8 million series C round led by 3i Group and SR One.
Oxford Immunotec Limited. Advising Oxford Immunotec on a $40 million fundraising round, the second largest financing round for 2 years for a European diagnostics company.
PharmaKodex Ltd. Representing PharmaKodex, a specialty pharmaceuticals company developing improved proprietary formulations of established therapeutics, on the completion of a Series A equity financing, raising £7.1 million.

Other Equity and Debt Financing Transactions

Alliance UniChem Plc. Representing Alliance in $300 million (10-year) and £50 million (15-year) cross-border private placement of fixed rate, unsecured, senior notes to a group of fifteen U.S. and European financial institutions.
Plethora Solutions Holdings. Advising Plethora Solutions Holdings, a publicly listed specialty pharmaceutical company with an advanced portfolio of development and marketed products for the treatment of urological disorders, on a $25 million revenue interest financing agreement with Paul Capital Healthcare.

Representative Capital Markets/Public Equity Transactions

Amsterdam Molecular Therapeutics. Advising Amsterdam Molecular Therapeutics, a Dutch biopharmaceutical company, on its €50 million Initial Public Offering on Euronext, Amsterdam.
BHK Inc. Advised BHK, a Korean-based developer of stem cell technologies and a manufacturer of medical and digital technology, on its admission to AIM. This is the first Korean company to list on AIM.
Intercytex Group plc. Advising Intercytex, a Cambridge-based emerging healthcare company, on its Initial Public Offer on the Alternative Investment Market, and on subsequent placings.
Northwest Biotherapeutics, Inc. Advising Collins Stewart as underwriter on the placing and admission to AIM of common shares in Northwest Biotherapeutics, Inc.
Oxford BioMedica. Advising Oxford BioMedica on its £30.1 million placing and open offer and an investment from partner Sigma-Aldrich.
Plethora Solutions. Advising Plethora on its successful initial public offering on the Alternative Investment Market and related fundraising.
ReNeuron Group plc. Advising ReNeuron, the UK-based adult stem cell research and development company, on its successful initial public offering on the Alternative Investment Market.
Renovo Group plc. Representing Renovo on the launch of a Global Offer and simultaneously advising on the issuance of up to £15 million of Convertible Loan Notes to existing investors.

Representative Strategic Partnering Transactions

Acambis Plc. Advised Acambis on a €30 million strategic alliance with sanofi pasteur, the vaccines business of the sanofi-aventis Group, for ChimeriVax™-JE, Acambis' single-dose vaccine against Japanese encephalitis.
Amsterdam Molecular Therapeutics / Amgen. Advising Amsterdam Molecular Therapeutics ("AMT"), a leader in the field of human gene therapy, on acquiring an exclusive license from Amgen Incorporated to use its GDNF gene for the development of a gene therapy treatment for Parkinson's disease.
Arrow Therapeutics. Advised Arrow, a privately owned pharmaceutical company focused exclusively on infectious disease, in connection with its $217 million collaboration with Novartis.
Cambridge Antibody Technology Group plc. Representing CAT in connection with a transforming strategic alliance with AstraZeneca to discover and develop human antibody therapeutics primarily in the area of inflammatory disorders.
GW Pharmaceutical PLC. Representing GW Pharmaceutical, an AIM-listed pharmaceutical research and development company, on a global cannabinoid research collaboration with Otsuka Pharmaceutical Co., Ltd in the field of Central Nervous System (CNS) and oncology which will enable the parties to jointly research, develop and commercialise a range of candidate cannabinoid products. Also advising GW on a $273 million long-term strategic cannabinoid alliance with Otsuka. Under the terms of the license agreement, GW has granted Otsuka an exclusive license to develop and market Sativex^®, GW’s lead product, in the United States. Sativex^® is being developed by GW and is a novel prescription pharmaceutical product derived from components of the cannabis plant; and on a collaboration with Spanish pharmaceutical company, Almirall Prodesfarma, S.A. to market Sativex^® in Europe (excluding the UK).
Intercell A.G. Advising Intercell AG on a major vaccines partnership with Novartis under which Novartis will receive opt in rights to Intercell's non-partnered vaccines (with respect to which the parties may share profits if Intercell so elects) as well as exclusive, worldwide rights to Intercell's proprietary adjuvant IC31® for use in influenza vaccines, and the parties will collaborate in the area of hepatitis C vaccines.
Kuros Biosurgery AG. Advising Kuros on the grant of a sub-licence under certain patents in-licensed by Kuros from American Red Cross. Under the agreement Kuros has granted Aeris an exclusive license under these patents in the field of lung volume reduction.
Renovo Group plc. Advising Renovo on a $825 million licensing agreement with Shire plc to develop and commercialise Juvista, Renovo’s lead drug. Renovo’s exclusive licensing agreement with Shire covers every country throughout the world except Member States of the European Union, the rights to which have been retained by Renovo.