Healthcare and Life Sciences

After last year's bonanza of M&A deals, analysts expect to see smaller, more bespoke transactions this year. Cooperative research among firms is increasing, as research volume is surpassing the R&D capacity of any one firm. There are also national and global initiatives such as Cancer Moonshot 2020 and the Davos 2016 push to develop next generation antibiotics. Pressures remain: newer medicines are more targeted and fit smaller populations but require the same costs to bring to market. Biotech is moving into areas where it faces issues of patentability and commercialization. Start-ups struggle with product lifecycles because the pace of innovation is relentless, making it hard to recoup investment costs and pushing them into the arms of acquirers at an early stage.

Highlights of our
Client Successes

Major Canadian pharma company in US$1.2B acquisition

We represented Royal Bank of Canada, Morgan Stanley Senior Funding, Inc., The Toronto-Dominion Bank, and General Electric Capital Corporation as joint lead arrangers and joint bookrunners in a US$700M senior secured credit facility to finance Concordia Healthcare Corp.'s US$1.2B acquisition of Covis Pharma S.à.r.l and Covis Injectables, S.à.r.l. We also represented RBC Capital Markets, Morgan Stanley, and TD Securities as the initial purchasers in Concordia's Rule 144A/Reg. S offering of US$735M 7.000% senior notes due 2023, the proceeds of which also funded the acquisition.

GE's growth in life sciences and beyond

As part of our ongoing effort to help longtime client GE further its strategy of focusing on core strengths, we represented GE Medical Holding AB, a subsidiary of General Electric, on its sale of Clarient, Inc., a unit of GE Healthcare's life sciences business and provider of cancer diagnostic testing solutions, to NeoGenomics, Inc. Through the complex cash and stock deal, our client also acquired a significant stake in NeoGenomics. We continue to collaborate with GE on its digital industrial ecosystem and other transformative solutions.

Merck's collaboration on developing first-in-class therapy for chronic pain

We advised Merck & Co., Inc. on its strategic agreement with biotech company Quartet Medicine, which creates a collaboration framework to help advance development of Quartet's potential first-in-class therapy for chronic pain. Under the agreement, Merck obtains an exclusive option to purchase Quartet. In return, Quartet will receive up to US$20M split equally across an upfront payment and an undisclosed future development milestone. This research and development funding will be used to advance Quartet's lead program through Phase 2a clinical proof-of-concept for the treatment of pain. If Merck exercises its option, Quartet also will receive a pre-determined option exercise payment along with potential development, regulatory, and sales milestones of up to US$575M in total.

Winning a critical patent dispute over a blockbuster drug

We secured an important victory for Helsinn Healthcare against Teva in a patent dispute spanning four and a half years over Aloxi®, a blockbuster drug used in treating chemotherapy-induced nausea and vomiting. The District Court of New Jersey issued a final judgment in favor of our client, ruling that Teva infringed four of Helsinn's patents covering Aloxi, and also rejected Teva's obviousness, written description, and "on-sale bar" validity challenges. The ruling is believed to be the first district court interpretation of the scope of the new America Invents Act on-sale bar. This is the first in a series of district court actions involving challenges of Helsinn's Aloxi® patents by generic drug companies. We also obtained favorable settlements for Helsinn in the first-ever life sciences post-grant review proceeding filed at the Patent Trial and Appeal Board and in four inter partes review proceedings targeting another patent protecting Aloxi.

Advising 8 of the 10 largest global pharma companies