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MoFo Advises Eton Pharmaceuticals on Acquisition of U.S. Commercialization Rights to HEMANGEOL® Oral Solution

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Morrison Foerster advised Eton Pharmaceuticals (Nasdaq: ETON), an innovative pharmaceutical company focused on developing and...

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Morrison Foerster advised Eton Pharmaceuticals (Nasdaq: ETON), an innovative pharmaceutical company focused on developing and commercializing treatments for rare diseases, on in-licensed U.S. commercialization rights to HEMANGEOL® oral solution from Pierre Fabre Medicament Sas (“Pierre Fabre”). HEMANGEOL is an Orphan Drug indicated for the treatment of proliferating infantile hemangioma requiring systemic therapy.Infantile hemangiomas are non-cancerous vascular tumors which typically appear in the first days or weeks of a newborn’s life. It is estimated that approximately 5,000-10,000 infants are treated with HEMANGEOL annually in the United States.The transaction is expected to be accretive to 2026 earnings and will be financed with the company’s cash on hand. Pierre Fabre will continue commercializing HEMANGEOL globally, and in the U.S. until April 30. Effective May 1, Eton will commercialize HEMANGEOL in the U.S.The MoFo team advising Eton Pharmaceuticals was led by technology transactions and life sciences transactions + licensing partner Matt Ferry with associates Sophie Zander and Jessica Kwok and patent partner Lisa Silverman.Read the <a href="https://ir.etonpharma.com/news-releases/news-release-details/eton-pharmaceuticals-expands-rare-disease-portfolio-through" target="_blank">press release</a>.

MoFo Advises Eton Pharmaceuticals on Acquisition of U.S. Commercialization Rights to HEMANGEOL® Oral Solution

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Matt Ferry is a partner in the San Diego office and a member of the firm’s Technology Transactions Group, advising innovative and mission-driven life sciences and technology companies.Matt has more than a decade of experience in structuring, drafting, negotiating, and executing strategic transactions where intellectual property (IP), technology, data, and information assets drive the deal. Matt is passionate about and focuses his practice on assisting innovative companies in industries where the betterment of people’s lives and the world is in view, including in the broader life sciences and technology areas, such as:<ul><li>Pharmaceuticals and biotechnology (including small molecule pharmaceuticals, biologics, nanotherapeutics, drug discovery, antibodies, cell and gene therapy, CRISPR and other gene editing technologies, drug delivery, immunology, and oncology); and</li></ul><ul><li>Medtech and healthtech (including medical devices, digital health, and other forms of software and hardware in diagnostic and therapeutic applications); and</li><li>Food and agriculture (including in plants and crop sciences, agriculture and farming, alternative proteins, animal and plant production, and food products and consumer goods); and</li><li>Cleantech (including renewable energy, biofuels, plastic recycling and carbon capture).</li></ul>Outside of his life sciences practice, Matt counsels clients in a variety of industries, including Internet of things (IoT), artificial intelligence (AI) and machine learning (ML), wireless standards, autonomous vehicles, semiconductor devices, distributed software, open-source software, and software as a service. Matt has solid experience advising startups in all aspects of IP hygiene, including invention assignment agreements and use of open-source software, as well as complex patent transactions involving standard essential patents (SEPs). Matt leverages his previous experience in patent prosecution and IP litigation to provide a holistic perspective and overall business strategy to his client’s transactions.He advises clients in connection with:<ul><li>Commercial contracts at all stages of technology and product development, including strategic alliances and collaborations, asset sale and purchase agreements, research and development agreements, supply, manufacturing, and distribution agreements, clinical trial agreements, service agreements, and material transfer agreements.</li><li>Patent and technology license agreements in both industry-to-industry and academic-to-industry settings.</li><li>IP and commercial contract matters that arise in connection with larger corporate transactions such as mergers and acquisitions and venture capital investments.</li></ul>In Matt’s past experience as a patent prosecutor and IP litigator, he handled cases involving patent infringement and invalidity, copyright infringement, and trade secret misappropriation. He also draws on his technical knowledge that he developed in his undergraduate work at University of California, Berkeley, his graduate work at the California Institute of Technology, and his hobbyist scientific pursuits, including in physics, software, microwave instrumentation, and optics.Matt also maintains an active pro bono practice representing small business owners and nonprofits in their commercial agreements. Recently, he assisted a low-income entrepreneur in drafting her customer-facing service agreements.<h4>Representative Matters</h4><h5>Pharmaceuticals and Biotechnology</h5><ul><li> Represent multi-national pharmaceutical company in its manufacturing agreements.</li></ul><ul><li>Represent public mRNA technology company in its patent licensing strategy and evaluation agreements.</li><li>Represented Eton Pharmaceuticals, Inc. in connection with its asset sale of several of its branded and generic injectable products to Dr. Reddy’s Laboratories.</li><li>Represented public pharmaceutical company in its purchase of three product lines from a Fortune 500 public pharmaceutical company.</li><li>Represented public pharmaceutical company in its sale of three product lines to private equity-backed purchaser.</li><li>Represented public pharmaceutical company in numerous patent and technology asset purchases and sales, exclusive licensing arrangements, commercial alliances, and co-promotion agreements.</li><li>Represented public pharmaceutical company in several patent and technology asset purchases and sales, including its sale of three product lines focused on rare neurological diseases and associated assets to a private purchaser.</li><li>Represented venture-backed pharmaceutical company focused on treating rare diseases in China in several exclusive license and supply agreements.</li><li>Represented U.S. academic institution in numerous patent and technology exclusive licensing agreements, sponsored research agreements, option agreements, and term sheet negotiations.</li><li>Represented nanotherapeutic company in numerous research and collaboration agreements and licensing agreements.</li><li>Represented CRISPR-based company in numerous evaluation agreements, material transfer agreements, and collaboration agreements.</li><li>Represented startup company in its gene modification research agreement templates.</li></ul><h5>Medical Devices and Health Technology</h5><ul><li>Represented medical device startup in its several exclusive patent and technology license agreements with a leading academic institution and its clinical trial agreements.</li><li>Represented digital health company in its collaboration agreement with a global distributor.</li><li>Represented medical device company in its multisite clinical trial agreements.</li><li>Represented public medical device company in its exclusive license and distribution agreement with global medical device distributor.</li><li>Represented medical device incubator in its form technology and service agreements, patent license agreement from an academic institution, and sublicense agreements.</li><li>Represented public medical device company in its patent purchase from an individual physician.</li><li>Represented medical device company in its multi-country distribution agreements.</li></ul><h5>Food and AgTech</h5><ul><li>Represent an innovative plant protein startup in all forms of its commercial contracts and licensing, including its university research agreements, grower agreements, evaluation agreements, and material transfer agreements.</li><li>Represent a plant genomics and gene editing company in its strategic alliance with a leading commercial nursery.</li><li>Represent a food storage company in evaluating outbound technology licensing models and its outbound license terms.</li><li>Represent a botanical active ingredient producer in its research collaboration agreement with a botanical ingredient biotechnology company.</li><li>Represent an agtech company in its outbound license of its proprietary gene design platform to a biotechnology company.</li><li>Represent a public agency in its licensing agreements for proprietary fruit varieties.</li><li>Represent an agtech company in all forms of its commercial contracts, including university research agreements, NDAs, material transfer agreements, and evaluation agreements.</li><li>Represent novel infant formula company in its dozens of supply and manufacturing agreements with its ingredient suppliers and formula manufacturers.</li></ul><h5>Clean Technology</h5><ul><li>Represent public carbon credit investing company in its collaboration agreement with air quality monitoring company.</li></ul><ul><li>Represent venture-backed clean technology startup in its international collaboration agreements.</li><li>Represent venture-backed clean technology startup in its technology license and service agreement with international public energy company and other licensees.</li><li>Represent venture-backed clean technology startup in its international collaboration agreements.</li><li>Represent venture-backed clean technology startup in its technology license and service agreement with international public energy company and other licensees.</li></ul><h5>Complex Patent Transactions</h5><ul><li>Represented global public semiconductor company in connection with its patent purchase form agreements.</li><li>Represented global public semiconductor company in its patent license and license-on-transfer agreement with another global public semiconductor company.</li><li>Represented leading wireless technology company in its patent cross-license with another leading wireless technology company.</li><li>Represented leading wireless technology company in its form standard essential patent (SEP) licensing agreements and term sheets.</li></ul><h5>On-Premise Software and SaaS</h5><ul><li>Represented private construction lender in its acquisitions of two real estate technology platforms.</li><li>Represented machine learning and natural language processing software company in its on-premises software and hosted services agreements.</li><li>Represented SaaS company in its services agreement with leading automobile manufacturers.</li><li>Represented artificial intelligence-based warehousing software company in its template software license and services agreement.</li><li>Represented software company in its source code license and services agreement to international software company.</li></ul><h5>Interactive Entertainment</h5><ul><li>Represented publisher in several game development agreements and content licensing agreements.</li><li>Represented developer in its publishing and distribution agreements.</li><li>Advised developer in its renegotiation of its publishing and distribution agreement.</li></ul><h5>Professional Services</h5><ul><li>Represented numerous professional service providers in their template and negotiated services agreements.</li></ul><h5>Venture Capital</h5><ul><li>Represented fitness technology startup in its $5.8 million Series A financing.﻿</li></ul>

Matthew Ferry

Partner

Sophie Zander is an associate in the Technology Transactions Group of Morrison Foerster’s New York office.Sophie advises clients on the intellectual property, data privacy, and technology aspects of complex transactional matters across a wide range of industries, including life sciences, software, media and entertainment, telecommunications, artificial intelligence, automotives, energy, chemicals, food and beverages, aerospace and defense, and financial services.Sophie routinely counsels clients on transactions involving the ownership, protection, and commercialization of intellectual property and technology, including issues arising in connection with licensing and development arrangements, distribution and commercialization activities, joint ventures, and other service arrangements, as well as general corporate transactions. She has experience structuring, drafting, and negotiating a wide range of technology and intellectual property-related agreements, including in connection with mergers, acquisitions, spin-offs, divestitures, financings, joint ventures, securities offerings, licenses, collaborations and other complex corporate matters.Before joining Morrison Foerster, Sophie practiced as an intellectual property transactions associate at another leading law firm.Sophie earned her J.D. from New York University School of Law, where she served as a senior articles editor for the Journal of International Law and Politics.

Sophie Zander

Associate

Jessica Kwok is an associate in the Technology Transactions Group of Morrison Foerster’s San Diego office.Jessica’s practice focuses on transactions and counseling involving the acquisition, development, licensing, and transfer of intellectual property and technology. She leverages her background in life sciences to counsel clients across a variety of industries, such as biotechnology, pharmaceuticals, and software and cloud services.Jessica has experience drafting and negotiating a broad range of intellectual property and commercial agreements, including technology, software, and patent licenses, research and development collaborations, services agreements, and clinical trial agreements. She also advises on the intellectual property and technology aspects of mergers and acquisitions and other corporate transactions.Jessica earned her J.D. from the University of California, Berkeley, School of Law, where she was elected to the Order of the Coif and served as a notes editor for the California Law Review. She earned her B.S. summa cum laude from the University of California, Davis. Prior to law school, Jessica worked as a research associate at a metabolomics core laboratory.

Jessica Kwok

Dr. Lisa Silverman’s practice focuses on patent portfolio management and strategic patent counseling in the areas of life sciences, pharmaceuticals, and chemistry. She has extensive experience in securing U.S. and global patent protection for pharmaceutical products and a deep understanding of patent lifecycle management and strategies for maximizing patent term and product exclusivity. She co-leads the firm’s Pharmaceutical Patent practice, and she is a member of the firm’s Life Sciences + Healthcare Leadership Team. Lisa works with clients on diverse technologies including small molecule pharmaceuticals, antibody-drug conjugates (ADCs), peptide therapeutics, pharmaceutical formulations and uses, drug-device combinations, cosmetics, digital therapeutics, clean technology, bioassays, and medical devices.As a member of the firm’s <a href="/capabilities/venture-intellectual-property" target="_self">Venture Intellectual Property Group</a>, Lisa routinely represents clients in both investor- and target-side IP due diligence, including patentability and freedom-to-operate assessments, and she provides advice to transactions teams on IP considerations for licensing, financing, and M&A deals. She has a keen interest in the intersection of patent and regulatory considerations for pharmaceutical products and medical devices.  She has prepared numerous applications for patent term extensions for approved drugs and medical devices, and she frequently advises on patent strategies for optimizing Orange Book listings.Lisa represents companies of all sizes, from start-ups to multi-national corporations, as well as venture capital, private equity, and other investment firms, and she provides advice tailored to each client’s unique business needs. She has worked with large companies to ensure robust patent protection for marketed drug products. She has worked closely with mid-size companies to expand patent protection and mitigate potential infringement risks as lead drug candidates have moved through clinical development toward commercialization. She has advised small companies on securing early foundational patents.Lisa received her J.D. from Stanford Law School. Prior to entering the legal field, Lisa obtained her Ph.D. in chemistry from Stanford University, where she was the recipient of a National Science Foundation Graduate Research Fellowship.