Morgan Lewis

Life Sciences Transactions

Our lawyers have long represented established companies and startups in the life sciences industry, and are sensitive to the business concerns of both growing and mature companies. These companies rely on our knowledge and experience to counsel them in corporate partnering, financing, and mergers and acquisitions.

We assist many of our life sciences clients in structuring, negotiating and implementing strategic alliances with other pharmaceutical or biotechnology companies to optimize the capabilities for research, development and commercialization of new products, and to provide a mechanism to share risks and rewards, expertise and intellectual property. These transactions range from early-stage research platform deals to later-stage co-development and co-promotion collaborations. The variety of transaction structures is extraordinary and the scope of legal problems typically encountered is often equally broad. Transactions of this nature benefit from the strength of a law firm of our size and capabilities. Strategic alliances often require assistance in intellectual property, tax, federal and international governmental regulation and other areas of the law. We also handle related supply, distribution and equity investment agreements. Our ability to act as a resource for legal services in all of these areas helps accomplish strategic alliances in a coordinated and efficient manner.

We represent academic institutions that are out-licensing technology. For these organizations, technology transfer is a mechanism to leverage their own research programs, acquire external resources, further their overall academic goals and achieve a return. Our lawyers are experienced in licensing such technology and in formulating creative strategies that help our clients reach their goals. We also represent industry companies collaborating with academia.

We frequently represent venture capital funds in their investment activities, as well as the biotechnology companies in which venture capital funds invest. We also counsel clients in the formation of venture capital funds and similar investment vehicles. In addition, we represent large pharmaceutical companies in their equity investments in biotechnology companies, often in connection with collaboration transactions. We counsel pharmaceutical clients on securities issues when biotechnology companies in which they have invested go public, and we represent biotechnology companies on going public. Morgan Lewis advises corporate and financial clients in all areas of federal and state securities laws, including public and private securities offerings, compliance with federal periodic reporting and proxy requirements, and structured securities. In the mergers and acquisitions arena, we advise clients on the securities aspects of acquisitions, including stock-for-stock mergers.

Life sciences companies often look at business combinations, such as mergers, acquisitions, divestitures and joint ventures, to achieve growth and diversity. Morgan Lewis is in a unique position to combine multioffice depth in all aspects of mergers and acquisitions with experience in the biotechnology and life sciences industries. We regularly handle transactions of all sizes, ranging to more than $50 billion. These deals include negotiated purchases and divestitures by public and private companies, tender offers (friendly and hostile), proxy contests, restructurings, leveraged buyouts and "going private" transactions. Our lawyers are experienced in representing and working with investment banks and commercial banks, venture capital firms, institutional lenders, independent directors committees and management groups.