Medical Technology

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

  • Angiotech Pharmaceuticals: Served as U.S. restructuring counsel for global specialty pharmaceutical and medical device company Angiotech and certain of its U.S. and Canadian affiliates in their successful cross-border restructuring and emergence from bankruptcy protection in less than four months.

    Rotech Healthcare Inc.: Represented an ad hoc group of first lien lenders, including Silver Point Finance, LLC and Capital Research & Management Company, in Rotech’s ongoing chapter 11 case.

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Capital Markets

  • Hanger Orthopedic Group/NovaCare Orthotics and Prosthetics, Inc.: Represented bridge loan commitment and 144A offering of $150 million of senior subordinated notes of Hanger in connection with its acquisition of NovaCare.

    Tornier N.V.: Represented this global medical device company, which focuses on serving extremities specialists that treat orthopedic conditions of the shoulder, elbow, wrist, hand, ankle and foot, in its $166 million IPO of 8,750,000 ordinary shares at $19.00 per share.

    Wright Medical Group: Advised this global orthopedic medical device company specializing in the design, manufacture and marketing of reconstructive joint devices and biologics on a number of its significant offerings, including its $200 million tender offer for its outstanding convertible senior notes and $350 million amended and restated credit facility.

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Corporate Matters

  • ReAble Therapeutics: Provided senior executive representation for ReAble, a leading medical device company in the rehabilitation and orthopedics markets.

    Response Genetics Inc. (RGI): Represented RGI, the developer of molecular diagnostic tests for cancer, in securing a successful settlement in a proxy contest initiated by a group of Special Situations Fund funds and their affiliates that together owned 18.3 percent of RGI's outstanding common stock. With just five days left until the annual meeting of stockholders, SSF agreed to terminate its proxy solicitation and wound up settling for far fewer board seats than it initially sought and even fewer than initially offered by RGI.

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Finance

  • PerkinElmer, Inc.: Advised on a transaction involving a $350 million cross-border financing for Massachusetts-based PerkinElmer, a global provider of advanced technology solutions that address critical health and safety concerns, and its subsidiaries.

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Intellectual Property

  • Johnson & Johnson: Successfully represented this multinational manufacturer of healthcare, personal hygiene and pharmaceutical products.

    Medical Devices: Represented a leading manufacturer of medical devices in multiple patent infringement cases.

    Medical Devices: Represented a medical device manufacturer in a lawsuit for trade secret misappropriation and patent infringement. The plaintiff voluntarily dismissed his patent infringement claim with prejudice rather than defend against a motion for summary judgment of patent invalidity. The Sixth Circuit then unanimously affirmed the grant of summary judgment of no trade secret misappropriation.

    Philips Medical Systems: Successfully represented Philips Medical Systems in enforcing and defending against 21 patents relating to several different facets of automatic external defibrillator (AED) technology.

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Litigation and Investigation

  • Wright Medical Technology: Represented medical device company Wright Medical in DOJ and SEC investigations of alleged violations of the FCPA in the sale of medical devices.  The investigations resulted in formal declinations by both agencies.

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

  • Apax Partners/Amplitude: Advised the London-based private equity firm Apax on its acquisition of a majority stake in Amplitude, the French developer of orthopedic implants for hips and knees, from private equity firms Weinberg Capital Partners and Initiative & Finance.

    exocad GmbH/The Carlyle Group: Represented the shareholders of exocad GmbH, an independent developer of dental software solutions, in the sale of a majority stake to The Carlyle Group as well as certain shareholders on their reinvestment.

    Hansen Medical/Auris Surgical Robots: Advised funds owned by Oracle Management and other majority stockholders of Hansen Medical, Inc. in the acquisition of Hansen Medical by Auris Surgical Robotics, Inc., as well as the related re-investment by such stockholders of their proceeds into Auris.

    IK Investment Partners/Marle: Represented IK Investment Partners in its agreement to acquire orthopedic implant manufacturing company Marle from The Carlyle Group.

    Tornier N.V./Wright Medical Group: Represented Tornier N.V., a designer, manufacturer and marketer of joint replacement devices, in its $3.3 billion merger with Wright Medical Group, Inc.

    Warburg Pincus LLC: Represented Warbug in a number of significant acquisition-related transactions with the following medical technology companies:

    • Accumetrics: Advised Warburg and ITC Nexus Holding Company in the acquisition of Accumetrics, a global leader in assessing patient response to all major antiplatelet therapies.
    • Aircast, Inc.: Represented Warburg and Credit Suisse First Boston in connection with investments in this leading global provider.
    • Roche Diagnostics: Represented Constitutional Medical Inc. and Warburg Pincus in the sale of CMI to Roche Diagnostics.
    • Silk Road Medical: Advised Warburg in its investment in Silk Road Medical, a neurovascular medical device company.
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