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MoFo Advises Phesi in Securing $10 Million Investment from Sensyne Health in Exclusive Strategic Collaboration

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Morrison & Foerster advised Phesi, Inc. (“Phesi”), a data-driven provider of AI-powered clinical development analytics products and solutions for biopharmaceutical companies around the world, in securing a $10 million investment from Sensyne Health (LSE: SENS) (“Sensyne”), a clinical AI technology company, as part of an exclusive strategic collaboration. 

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Morrison & Foerster advised Phesi, Inc. (“Phesi”), a data-driven provider of AI-powered clinical development analytics products and solutions for biopharmaceutical companies around the world, in securing a $10 million investment from Sensyne Health (LSE: SENS) (“Sensyne”), a clinical AI technology company, as part of an exclusive strategic collaboration.The investment will be used to accelerate Phesi’s and Sensyne’s product roadmaps. For Phesi, this means further development of its trial planning, protocol design, and investigator site selection platform, featuring ClinSite™. For Sensyne, this means the growth and ‘industrialization’ of its data platform, contributing to the company’s U.S. market growth strategy. The collaboration will see Sensyne’s anonymized real-world evidence data set of 6.1 million patients analyzed alongside Phesi’s data, which today covers 30 million clinical trial subjects. Together, the companies will provide an enhanced offering of clinical trial and real-world data predictive analytics, enabling life sciences organizations to quickly and safely determine the feasibility of replacing or supplementing a comparator or placebo arm with a synthetic arm.The MoFo deal team advising Phesi was led by Boston Private Equity Investments + Buyouts of counsel Kevin Madden, with invaluable assistance from Palo Alto corporate associates Ophir Gam and Shiri Shenhav, along with New York partner Mitchell Presser, who is co-chair of MoFo’s Global Corporate Department, London corporate partner Simon Arlington, Boston Technology Transactions partner Matthew Karlyn, San Francisco Executive Compensation partner Amanda Hines Gold and London Tax partner Trevor James.

MoFo Advises Phesi in Securing $10 Million Investment from Sensyne Health in Exclusive Strategic Collaboration

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Kevin J. Madden is of counsel in the firm’s Boston office.Kevin advises private equity sponsors and public and private company clients on a broad range of transactions, including mergers and acquisitions, leveraged buyouts, growth and venture investments, and divestitures.He represents clients operating in a range of industries including technology, life sciences, health care, food, and manufacturing.Prior to joining Morrison & Foerster, Kevin practiced in the Boston office of another international law firm, where he advised private equity sponsors and public and private companies on corporate and transactional matters.

Kevin Jerome Madden

Of Counsel

Ophir Gam is a corporate associate in the Palo Alto office of Morrison Foerster.Ophir’s practice focuses on corporate and securities matters, including venture capital and private equity financings, mergers and acquisitions, and corporate governance.Ophir earned his J.D. from Columbia Law School, where he was a Harlan Fiske Stone Scholar. During law school, Ophir was a member of the Intellectual Property Moot Court and a member of both Columbia Entrepreneurship Society and Columbia Business and Law Association. Ophir holds a B.A. from the University of California, Los Angeles.

Ophir Gam

Associate

Shiri Shenhav is an associate in the Palo Alto office of Morrison Foerster, and is a member of the firm’s Corporate Group and Israel Practice. She maintains a corporate transactional practice focusing on mergers and acquisitions, venture and growth equity investments, and corporate counseling to companies in the tech and life science industries.Shiri regularly assists strategic buyers and private equity funds and their portfolio companies in a variety of domestic and cross-border legal matters, including deal structuring and mechanics, stock and asset purchases, mergers, divestitures, and auctions. She also regularly supports venture capital firms and company-side clients with respect to venture financings, joint ventures and other strategic transactions and general corporate matters.As an accomplished attorney certified in California and in Israel, Shiri has extensive experience representing multinational corporations and US investment firms in cross-border transactions involving Israeli targets and consulting Israeli-based companies on their U.S. operations.Shiri is fluent in English and in Hebrew.

Shiri Shenhav

Mitchell Presser advises on high-profile global public and private mergers and acquisitions, with a heavy concentration on private equity transactions. Mitchell is co-chair of the global Food + Agriculture Industry practice.Clients across wide-ranging sectors call on Mitchell for his vast experience, as both a lawyer and a principal, executing high-profile M&A and private equity transactions that lead to successful outcomes. He has worked across asset classes, including, but not limited to, agriculture, food, financial services, industrials, insurance, sports and entertainment, energy and retail.Mitchell was a founding partner of Paine Schwartz Partners (formerly Paine & Partners), a leading U.S. private equity firm managing a fund focused on investing in food and agriculture. Having served as an investor for more than eight years, Mitchell has an understanding of both the legal and business environments that enables him to provide a unique perspective to clients.Mitchell has been recognized as a top lawyer by Chambers USA and Legal 500 US. Our private equity practice was recently recognized as a Law360 Practice Group of the Year. He is a faculty member and lecturer of law at Harvard Law School and Columbia Law School, where he teaches a class focused on the sale of international businesses. Mitchell has served as member of the Board of Directors for privately-held and public companies. He is also a member of the firm’s global Environmental, Social, and Governance (ESG) steering committee.<h4>Representative Experience</h4><ul><li>Paine Schwartz Partners, a global leader in sustainable food chain investing, in connection with its new platform investment in Registrar Corp., a leading provider of supply chain compliance software and services to domestic and foreign food & beverage, medical device, pharmaceutical, and cosmetic customers.</li><li>Silver Crest Acquisition Corporation (NASDAQ: SLCR), a publicly traded special purpose acquisition company (SPAC), in connection with its US$1.4 billion business combination with TH International Limited (Tims China), a master franchisee and operator of Tim Hortons coffee shops in China.</li><li>Sky Harbour LLC, a developer of private aviation infrastructure focused on building, leasing, and managing business aviation hangars, in its business combination agreement with Yellowstone Acquisition Company (NASDAQ: YSAC, YSACU, and YSACW), a publicly traded SPAC sponsored by Boston Omaha Corporation (NASDAQ:BOMN). The combined company will have an implied pro forma equity market value of approximately $777 million at closing.</li><li>Verisem BV, an integrated global seed production company, and Paine Schwartz Partners, a global leader in sustainable food chain investing, in connection with the agreement to sell Verisem to Syngenta’s vegetable seeds business, part of Syngenta Group, a global leader in agricultural science and innovation headquartered in Switzerland.</li><li>Phesi, a data-driven provider of AI-powered clinical development analytics products and solutions for biopharmaceutical companies, in securing a $10 million investment from Sensyne Health (LSE: SENS), a clinical AI technology company, as part of an exclusive strategic collaboration.</li><li>Tinicum and affiliated funds managed by Tinicum Incorporated in the acquisition of a controlling interest in Robert Family Holdings to create TSL Engineered Products.</li><li>SoftBank Group Corp. as the largest investor in Social Finance, Inc. (SoFi), a leading next-generation financial services platform, in connection with SoFi’s agreements with Social Capital Hedosophia Holdings Corp. V (SCH) (NYSE: IPOE), a publicly traded special purpose acquisition company (SPAC), that will take the company public via merger, in a transaction that values the company at $8.65 billion.</li><li>Project 8, a new entity formed by ATN International, Inc. (NASDAQ: ATNI) and its financial partner Freedom 3 Capital, LLC, in connection with its $332 million agreement to acquire Alaska Communications Systems Group, Inc. (NASDAQ: ALSK), the leading provider of advanced broadband and managed IT services for businesses and consumers in Alaska.</li><li>Tene Capital and Pulse Agri Investments in its acquisition of Ahern Agribusiness, a San Diego-based seed distribution business with operations in the United States, Mexico and Central America.</li><li>Pivotal Investment Corporation II, a publicly traded special purpose acquisition company, on its merger with XL Fleet, a leader in vehicle electrification solutions for commercial and municipal fleets.</li><li>FoodChain ID and Paine Schwartz in the sale of FoodChain ID to Berkshire Partners.</li><li>Paine Schwartz Partners in its acquisition of Wawona Packing Company, and in Wawona’s subsequent acquisitions of Gerawan Farming and Burchell Nursery to create the largest stone fruit business in the United States</li><li>Burford Capital in its acquisition of GKC Holdings, the parent company of Chicago-based litigation finance and asset management firm Gerchen Keller Capital, combining the two largest litigation finance players in the world</li><li>Paine Schwartz Partners in its sale of Icicle Seafoods to Cooke Seafood, its acquisition of FoodChain ID (formerly Global ID Corporation), and its international acquisitions of Suba Seeds and Spearhead International</li><li>MSD Capital in its significant investment in the $4 billion buyout of UFC, joining WME-IMG, KKR, and Silver Lake, and in its investment in the WIRB-Copernicus Group</li><li>Acting for the buyout group led by Goldman Sachs in Kinder Morgan’s $22 billion leveraged buyout</li><li>Pivotal Acquisition Corp. in its merger with KLDiscovery</li></ul>

Mitchell Presser

Partner

Matthew A. Karlyn has 25 years of experience in working with companies in the healthcare, pharmaceutical, medical device, and technology industries on a wide range of commercial life sciences, licensing, and technology transactions. His clients range from Fortune 100 companies to start-ups, and he regularly advises companies on matters involving IP commercialization, complex collaboration transactions, licensing initiatives, subscription-based economics, and business transactions related to the procurement, development, commercialization, and use of technology and life sciences products. He has also worked with a number of clients on corporate transactions including mergers and acquisitions, as well as private equity and venture capital financing.Matt is ranked Band 1 by Chambers USA for Intellectual Property: Licensing in Massachusetts. Clients in Chambers describe Matt as: “accessible and engaged, and he is really focused on getting the right answer for us."<h4>Life Sciences</h4>Life sciences clients, including pharmaceutical, medical device, and healthcare companies, rely on Matt for his breadth of knowledge in licensing, collaboration, and commercialization strategies across a wide range of transactions designed to strengthen operations and maximize value. Matt’s clients come from sectors across the global economy and include emerging companies, privately held companies, and many of the world’s biggest brands.Matt has broad experience with commercial transactions and agreements in the life sciences space, including:<ul><li>Intellectual property and technology licenses</li><li>Collaboration and development transactions</li><li>Commercialization agreements</li><li>Supply and manufacturing transactions</li></ul><h4>Technology</h4>Matt regularly advises on the use of technology in business, pricing strategies, and market terms across a wide variety of technology transactions that benefit clients both large and small. He has extensive experience negotiating a wide range of transactions, including:<ul><li>Enterprise resource planning and customer relationship management licensing and implementation transactions</li><li>Cloud-based transactions including software-as-a-services, platform-as-a-service, and infrastructure-as-a-service.</li><li>Software licensing</li><li>Supply chain and procurement deals</li></ul>Additionally, Matt has worked on many of the largest outsourcing transactions in the United States, representing numerous Fortune 100 companies on information technology, business process, finance and accounting, facilities services, and other outsourcing transactions.Matt is a frequent author and speaker on topics pertaining to drafting and negotiating commercial technology, outsourcing, and licensing transactions. He has published over 25 articles (including chapters in two books), given over 175 presentations on licensing, technology, outsourcing, and data security, and is the co-author of A Guide to IT Contracting: Checklists, Tools, and Techniques.Matt is currently co-chair of the Legal and Regulatory policy group at the Massachusetts Biotechnology Council. He served as chair of the New England Chapter of the International Association of Outsourcing Professionals, and served for five years on the board of directors of Julie’s Family Learning Program, a wellness program for mothers and children in South Boston.

Matthew Karlyn

Simon Arlington is a partner based in the Corporate Group focusing on M&A and private equity.Simon represents clients across all aspects of corporate law, M&A and private equity, including raising capital, acquisitions, disposals, investments, joint ventures, due diligence, corporate governance, portfolio company transactions, and incentive schemes. He focuses on complex cross-border matters, and his experience spans a number of industry sectors, including retail, food and agriculture, pharma/biotech, financial services, natural resources, technology, and real estate. Prior to joining Morrison Foerster, Simon was a senior associate at an international law firm. He spent time on secondment at a nascent PE fund with global interests in the natural resources and energy sector and trained at a magic circle law firm. Simon speaks French and basic Bulgarian.

Simon Arlington

<div style="margin-bottom: 15px;" class="videoWrapper"><iframe class="sticky-video" title="Meet Trevor James, Tax Partner" src="https://www.youtube-nocookie.com/embed/QzAcj49XaPo?rel=0" frameborder="0" allow="autoplay; encrypted-media" allowfullscreen="1" title="iframe"></iframe></div>Trevor has over 30 years of experience in providing corporate and international tax advice. His practice focuses on advising client on the tax planning aspects of international transactions and strategic tax planning for global clients. He has particular experience in advising clients in the technology sector and IP-rich companies.Trevor has also advised clients on the design and implementation of global private equity and investment funds, including advising executive teams on the structuring of their carried interest arrangements. He is familiar with the legislation, HM Revenue & Customs guidance and current market practice in relation to such arrangements.Trevor has extensive experience in the tax-efficient structuring of complex debt securities, private placement transactions and other international finance instruments. He also advised both banks and corporates in connection with the design and implementation of financial and structured products, including mortgage, royalty and receivable securitizations transactions and covered bonds transactions.He also advises companies in connection with employee equity participation issues, including advising on HM Revenue & Customs approved share option schemes, unapproved option schemes, long-term incentive plans and direct issue of shares to employers and directors.