Biotechnology

Willkie has extensive experience in the health care and life sciences field, both in the United States and abroad. We represent companies and investors in the areas of biotechnology, pharmaceuticals, medical technology, wellness and providers. Our work includes corporate transactions, mergers and acquisitions, joint venture transactions, compliance matters, IP issues, patent litigation and counseling, and general litigation.

Willkie has extensive experience in the health care and life sciences field, both in the United States and abroad. We represent companies and investors in the areas of biotechnology, pharmaceuticals, medical technology, wellness and providers. Our work includes corporate transactions, mergers and acquisitions, joint venture transactions, compliance matters, IP issues and general litigation.

Business Reorganization and Restructuring

  • Gilde Investment Management/Novasep: Represented Gilde buyout partners Azulis and BNP Paribas— Novasep’s financial shareholders—as Novasep negotiates with an ad hoc group of high-yield noteholders to restructure its balance sheet in the framework of a coupon default. Total debt restructuring, refinancing, or exchange: €465 million.

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Capital Markets

  • Athersys, Inc.: Represented ING Barings (Furman Selz) in a private placement of $10 million of Class C convertible preferred stock of Athersys, a clinical stage biopharmaceutical and genomics company.

    Clovis Oncology: Represented this developer and marketer of anti-cancer drugs since its inception and in various acquisition-related transactions (see M&A section above), principal licensing agreements and the following financings:

    • $316.2 million public offering of common stock.
    • $287.5 million 144A offering of convertible senior notes.
    • $275 million underwritten public offering of shares of its common stock.
    • $75 million underwritten public offering of shares of its common stock.
    • $130 million IPO. The company's shares trade on the NASDAQ Global Market as CLVS.

    Epigenomics AG: Represented Morgan Stanley Bank AG on the rights issue of German molecular diagnostics company Epigenomics, a developer and commercializer of proprietary products for the screening and diagnosis of cancer.

    Synageva BioPharma Corp.: Represented the underwriters, led by joint book-running managers Goldman, Sachs & Co. and J.P. Morgan Securities LLC, in Synageva’s $308 million public offering of common stock.

    Synageva BioPharma Corp.: Represented Morgan Stanley and J.P. Morgan as joint book-running managers for the $90 million underwritten public offering of the common stock of Synageva, a clinical stage biopharmaceutical company.

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Litigation and Investigation

  • SeraCare Life Sciences, Inc.: Conducted an internal investigation on behalf of the Audit Committee of SeraCare.

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Mergers & Acquisitions, PE & VC Investments, Joint Ventures and Other Business Combinations

  • Avecia Biotechnology, Inc./Nitto Denko Corporation: Represented Avecia, a recognized leader in the field of DNA- and RNA-based therapeutics, in its acquisition by Nitto Denko, Japan’s leading diversified materials manufacturer.

    Biotie Oyj/Newron Pharmaceuticals S.p.A.: Represented Finnish biopharmaceutical company Biotie in connection with its €45 million agreement to acquire Newron, a biopharmaceutical company based in Bresso, Italy, and the subsequent successful termination of this agreement.

    Clovis Oncology/Pfizer: Represented Clovis Oncology in connection with both its licensing agreement with Pfizer and a concurrent investment by Pfizer in Clovis Oncology. Under the terms of the agreement, Clovis Oncology took over responsibility for global product development and commercialization of Pfizer’s oral and IV Poly (ADP-ribose) polymerase (PARP) inhibitor, PF-01367338, for solid tumors. In addition, Pfizer Venture Investments, the venture capital arm of Pfizer, made a separate equity investment in Clovis Oncology.

    Ekkio/Q-Biologicals: Represented Ekkio and its portfolio company, Amatsigroup, in the acquisition of Q-Biologicals, a leading provider of process development and biomanufacturing services.

    Tikehau/Cisbio Bioassays/Abenex: Represented Tikehau on the financing aspects of the acquisition of Cisbio Bioassays by Abenex.

    Valtech Cardio/HeartWare: Represented Valtech Cardio in its proposed acquisition by HeartWare, a combination that will help deliver transformative products to patients with advanced heart failure and degenerative heart conditions.

    Warburg Pincus/Allos Therapeutics, Inc.: Represented Warburg as the largest selling shareholder in the $206 million sale of this biopharmaceutical developer to Spectrum Pharmaceuticals.

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