Morgan Lewis on Life Sciences
May/June 2005

In this Issue:

• Life Sciences Mergers and Acquisitions: Potential Intellectual Property Pitfalls:
  When negotiating a life sciences merger or acquisition agreement, the merged or acquired entity must fully understand the chain of title and scope of the intellectual property to be merged or acquired, and the degree of freedom it will have to use products and services of the merged or acquired entity. How thoroughly intellectual property due diligence is conducted can mean the difference between landing in or safely negotiating around possible pitfalls when entering into such transactions. This is particularly important in the life sciences context.
• Realizing Value from Big Pharma New Venture Spin-Outs:
  Increasingly, Big Pharma is seeking to realize the latent value of its intellectual property (IP). Major pharmaceutical companies develop dozens of drug candidates for each product that they can fully fund through the clinical trial process. Thus, many potentially viable products have been— or are in jeopardy of being— “put on the shelf.”
• Supply Issues in Acquiring a Pharmaceutical Product:
  When a buyer acquires a marketed pharmaceutical product from a seller, most transactions require that the parties enter into both a product acquisition agreement and a long-term supply agreement. The need for a supply agreement is common since most buyers are not in a position to manufacture, or have a third party manufacture, the purchased product following the acquisition, particularly when the product is a prescription drug or a biological product.
• Events, Speeches, & Articles

For the full story, please view the PDF.