Pharmaceuticals

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.

Capital Markets

  • Clovis Oncology, Inc.: Advised Clovis Oncology on its underwritten public offering of $75 million shares of its common stock with an option for underwriters to purchase up to $11.25 million of additional shares to cover over-allotments.

    Synageva BioPharma Corp.: Represented Morgan Stanley and J.P. Morgan as joint book-running managers for the $90 million underwritten public offering of 3,574,266 shares of the common stock of Synageva, a clinical stage biopharmaceutical company.

    Teva Pharmaceutical Industries Ltd.: Represented Israel-based Teva, the leading generic pharmaceutical company with a large specialty medicines business and one of the top 15 pharmaceutical companies in the world, in numerous M&A transactions and financings, as well as in the following offerings:

    • In its series of three multi-tranche, multi-market offerings of senior notes aggregating $20.4 billion to finance its pending acquisition of Actavis Generics, the worldwide generic pharmaceutical business of Allergan plc.
    • $6.75 billion aggregate stock offerings supporting its pending acquisition of Actavis Generics.
    • €2 billion multi-tranche Eurobond offering.
    • $1.3 billion debt tender offer for five series of senior notes.
    • 2-tranche debt offering by its special purpose finance subsidiaries: (1) $700 million of 2.250% fixed rate senior notes maturing in March 2020 issued by Teva Pharmaceutical Finance IV, LLC, and (2) $1.3 billion of 2.950% fixed rate senior notes maturing in December 2022 issued by Teva Pharmaceutical Finance Company BV. 
    • Debut €1 billion and CHF 450 million Regulation S offerings of senior notes. 
    • $5 billion offering of senior notes—the largest securities offering at the time by an Israeli company. 
    • $750 million offering of senior notes. 
    • $2.5 billion offering of senior notes.
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Finance

  • Teva Pharmaceutical Industries Ltd.: Represented Israel-based Teva, the leading generic pharmaceutical company in the world with a large specialty medicines business, continuously since 1984 in numerous M&A transactions and offerings, as well as in Teva’s:

    • $33.75 billion acquisition financing commitment, whereby the lenders have committed to provide Teva (i) up to $27 billion in loans under a senior unsecured Bridge Loan Credit Facility and (ii) up to $6.75 billion in loans under an Equity Bridge Loan Credit Facility.
    • $1.0 billion five-year term loan facility.
    • $3 billion five-year unsecured revolving credit facility, which replaces its existing $2.5 billion credit facility. 
    • entrance into syndicated credit facilities totaling $4 billion to support its $6.8 billion acquisition of Cephalon, Inc. 
    • three-year, $1.5 billion unsecured revolving credit facility, which replaces and expands existing credit lines as part of Teva’s financial strategy to secure liquidity for future business needs through revolving credit lines.
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Intellectual Property

  • AbbVie Laboratories v. Hospira, Inc.: Represented Hospira in defense of patent infringement suits brought by AbbVie relating to Hospira’s paracalcitol product.

    Hospira Inc. et al. v. Sandoz Inc. et al.: Represented Hospira Inc. and Orion Corp. in protecting the validity and enforceability of the patent for the active ingredient in the sedative Precedex®. Orion owns the Precedex® patent and Hospira is its exclusive licensee in the U.S., where sales exceeded $170 million in 2011. Hospira is the world’s leading provider of injectable drugs and infusion technologies.

    Mount Sinai School of Medicine/Shire: Represented MSSM in negotiations and entry into a license agreement to settle multi-national patent infringement actions involving Shire’s Replagal product.

    Nautilus Neurosciences, Inc.; APR Applied Pharma Research, S.A.: Successfully represented Nautilus and APR in patent infringement actions against Wockhardt and Edict’s generic version of Nautilus’ Cambia product.

    Neo Pharmaceuticals: Represented Neos in defense of patent infringement action involving generic version Adderall XR.

    Watson Pharmaceuticals, Inc.: Represented Watson in defense of patent infringement and breach of contract action involving Watson’s generic version of Adderall XR.

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Litigation and Investigation

  • AMAG Pharmaceuticals: Represented a syndicate of underwriters led by Morgan Stanley & Co. Inc. and Goldman, Sachs in federal securities litigation in the District of Massachusetts arising out of a secondary offering of AMAG Pharmaceuticals.  All federal securities claims were recently dismissed against the underwriters.

    Merck & Co., Inc.: Represented the independent directors of Merck in connection with derivative litigation arising out of the marketing and use of Vioxx.

    Teva Pharmaceutical Industries Ltd.: Represented Israel-based Teva, the leading generic pharmaceutical company and one of the top 15 pharmaceutical companies in the world, as well as in the following litigation:

    • Meijer, Inc. v. Teva Pharmaceutical Industries Ltd.: Secured dismissal for Teva in class action and opt-out litigation seeking treble damages and injunctive relief in connection with allegations that generic drug manufacturers allocated the market for a hypertension drug, resulting in inflated prices.
    • Purdue Pharma v. Teva Pharmaceuticals USA.
    • Teva Pharmaceutical Industries Ltd. v. SmithKline Beecham Corp.: Successful representation of Teva in suit against SmithKline for prosecuting sham patent infringement litigation in violation of Section 2 of the Sherman Act.
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Mergers & Acquisitions, PE & VC Investments, Joint Ventures and Other Business Combinations

  • Allergan/Pfizer: Represented Morgan Stanley as financial advisor to Allergan in its agreement to combine with Pfizer for an enterprise value of approximately $160 billion.

    Aralez Pharmaceuticals/Merck: Represented Aralez Pharmaceuticals in its acquisition of the U.S. and Canadian rights to cardiovascular drug Zontivity from Merck.  

    Auxilium/Endo International: Represented Auxilium Pharmaceuticals, Inc., a specialty biopharmaceutical company, in its proposed $2.6 billion acquisition by Endo International plc for a combination of cash and stock.

    AXA Private Equity/Riemser Arzneimittel: Advised AXA Private Equity in the acquisition of Riemser Arzneimittel AG, an international specialty pharmaceutical company. As a result of the transaction, AXA Private Equity acquired the shareholdings of Riemser’s founding family and other minority stakeholders, including TVM Capital.

    Centerview Partners/Salix Pharmaceuticals: Represented Centerview Partners as financial advisor to Salix Pharmaceuticals, a leader in the gastrointestinal market, in its agreement to be acquired by Valeant Pharmaceuticals for $173 per share or a total enterprise value of approximately $15.8 billion.

    Ekkio Capital/Audevard: Represented Ekkio Capital in its acquisition of Audevard, a veterinary pharmaceutical company focused on the equine field.

    Inspire Pharmaceuticals/Merck: Advised specialty ophthalmic pharmaceutical company Inspire on its $430 million acquisition by global healthcare leader Merck through a cash tender offer.

    PAI Partners/Ethypharm: Represented PAI Partners in its negotiations to acquire European specialty pharma company Ethypharm from Astorg.

    Recordati/Graspa®: Represented European pharmaceutical group Recordati in the negotiation of the exclusive rights to license Graspa® for the treatment of Acute Lymphoblastic Leukemia and Acute Myeloid Leukemia in Europe from French biopharmaceutical company Orphan Europe and Erytech Pharma.

    RIEMSER Pharma/Intrapharm Laboratories: Represented RIEMSER Pharma GmbH, a German specialty pharmaceutical company backed by Ardian, in its acquisition of British specialty pharmaceutical company Intrapharm Laboratories Ltd.

    RIEMSER Pharma/Keocyt: Advised German specialty pharmaceutical company RIEMSER Pharma GmbH  in its acquisition of French specialty pharmaceutical company Keocyt.

    Sanofi-Aventis/Hoechst AG: Represented Sanofi-Aventis, the world’s largest pharmaceutical company, in its mandatory offer to shareholders of Hoechst.

    Taro Pharmaceutical Industries Ltd.: Served as U.S. legal counsel to the Special Committee of Taro Pharmaceutical Industries Ltd.’s Board of Directors in connection with the August 2012 merger agreement with Sun Pharma.  In February 2013, both Sun Pharma and Taro (at the direction of the Special Committee) agreed that terminating the merger agreement was in the best interest of the respective companies and shareholders. Based in Israel, Taro is a multinational, science-based pharmaceutical company.

    Teva Pharmaceutical Industries Ltd.: Represented Israel-based Teva, the leading generic pharmaceutical company and one of the top 15 pharmaceutical companies in the world, in its M&A-related transactions with the following companies:

    • Cephalon: Represented Teva before the European Union to secure approval for Teva’s $6.8 billion acquisition of Cephalon, a U.S. biopharmaceutical company.
    • Procter & Gamble: Represented Teva in its joint venture with Procter & Gamble to combine their over-the-counter consumer health care businesses in all markets outside of North America. The joint venture is named PGT Healthcare.

    Vatera/CVC/Alvogen: We represented Vatera Healthcare Partners as part of the investment consortium led by CVC Capital Partners in the acquisition of a controlling stake in Alvogen, a high-growth pharmaceutical company, from Pamplona Capital Management.

    Warburg Pincus: Advised Warburg on numerous M&A-related transactions, including its investments in the following pharmaceutical companies:

    • Allos Therapeutics, Inc.: Represented Warburg as the largest selling shareholder in the $206 million sale of Allos to Spectrum Pharmaceuticals.
    • JHP Pharmaceuticals: Represented Warburg in connection with:
      • the $195 million acquisition of JHP Pharmaceuticals, LLC from JHP Holdings, LLC, an entity majority-owned by Morgan Stanley Principal Investments.
      • the approximately $490 million sale of JHP Pharmaceuticals, LLC to Par Pharmaceutical Companies.
    • The Medicines Company: Advised Warburg in connection with its investment in The Medicines Company, a provider of cost-effective acute care products.
    • Regional Diagnostic Laboratories, Inc.: Advised Warburg in its $250 million investment in Regional Diagnostic Laboratories, Inc.

    WuXi/Management-Led LBO: Represented the Special Committee of the Board of Directors of WuXi PharmaTech Inc. in its $3.3 billion management-led leveraged buyout, one of the largest going private transactions of a Chinese-based, U.S. listed company.

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Other Corporate Matters

  • Genta Incorporated: Provided corporate representation on M&A and senior executive employment matters for the compensation committee of Genta, a biopharmaceutical company with a diversified portfolio of cancer treatment drug products.

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