Morgan Lewis

Joint Ventures & Strategic Alliances Selected Representations

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Some representative joint venture and strategic transactions we have handled are the following:

  • GE Cisco Industrial Networks. Represented General Electric Industrial Systems in the formation of a joint venture with Cisco Systems to address business opportunities for inter-networking technologies in industrial automation markets.
  • VerticalNet Europe, Japan. Represented VerticalNet in the formation of VerticalNet Europe, B.V., a joint venture among VerticalNet, British Telecommunications and Internet Capital Group and in the formation of a Japanese joint venture with Softbank Corp.
  • ZanyBrainy.com. Represented Zany Brainy in the formation of a joint venture with Online Retail Partners to establish and operate a retail e-commerce site for the educational toys and products sold in ZanyBrainy retail stores.
  • Formation of Verizon Wireless. Represented Bell Atlantic in the $70 billion combination of the domestic cellular and PCS wireless businesses of Bell Atlantic Mobile and Vodafone AirTouch Plc in Verizon Wireless.
  • General Electric Nuclear. Assisted GE in the formation of a joint venture with Hitachi and Toshiba combining certain aspects of their worldwide nuclear power businesses.
  • Aventis. We represented Aventis in its inhalative insulin strategic alliance with Pfizer, including a worldwide development and commercialization collaboration, Frankfurt-based manufacturing and production joint venture and license agreements with Inhale Therapeutics.

We regularly advise life sciences companies in joint ventures and strategic alliances. The following are representative life sciences transactions:

  • BTG in its acquisition of the U.S. commercial rights to Wellstat Therapeutics Corporation's product candidate uridine triacetate
  • Abbott in its license agreement with Biotest AG to obtain the rights to develop and commercialize a novel anti-CD4 antibody (BT-061) for the treatment of autoimmune diseases
  • Merck in its agreement with Roche through their respective subsidiaries, to improve treatment, diagnosis, and awareness of chronic hepatitis C infection in developed and emerging markets
  • Eli Lilly in its transfer of US rights to sepsis drug Xigris® to BioCritica, a newly created biotech company jointly owned by Lilly, Care Capital and NovaQuest Capital
  • ViroPharma in its global collaboration and licensing agreement for the subcutaneous combination of Cinryze® (C1 esterase inhibitor [human]) with Halozyme Therapeutics' recombinant human hyaluronidase enzyme (rHuPH20) EnhanzeTM technology
  • Merck in its joint venture with Sun Pharmaceutical Industries for innovative formulations
  • Lundbeck in its donation together with Novartis of their rights to compound Lu AE58479 for SSADH deficiency to the National Institutes of Health
  • Auxilium Pharmaceuticals in its up to $262 million development, commercialization and supply collaboration with Asahi Kasei for Xiaflex® in Japan
  • Takeda in its up to $750 million development and commercialization collaboration with Intra-Cellular Therapies on selective phosphodiesterase type 1 (PDE1) inhibitors for cognitive impairment associated with schizophrenia
  • Lundbeck in its commercial rights agreement with Cephalon to register and commercialize several Cephalon products including Fentora, Provigil, Treanada, Trisenox, Myocet and Nuvigil in Canada and Latin America
  • Lundbeck in its drug discovery collaborations with Zenobia Therapeutics and Vernalis plc for inhibitors for LRRK2
  • Invida Group in its exclusive licensing and distribution collaboration with Orexo AB covering the Pacific region for AbstralTM
  • Lundbeck in its distribution agreement with Merck to acquire the rights outside the U.S., China and Japan to Asenapine (Sycrest), a drug approved for bipolar disorder
  • Lundbeck in its development and commercialization collaboration agreement with Kyowa Hakko Kirin relating to adenosine A2A antagonist products outside of Japan and the Asia region for all fields, including Parkinson's disease
  • Onyx Pharmaceuticals in its more than $300 million development and commercialization collaboration with Ono Pharmaceutical for Carfilzomib and ONX-0912 in oncology indications in Japan
  • Concordia Pharmaceuticals in its licensing agreement with Ono Pharmaceutical to develop and commercialize salirasib, an agent for the treatment of pancreatic, non-small cell lung and colorectal cancers, in Japan
  • Diamyd Medical AB in its up to $625 million license, development, and commercialization agreement with Ortho-McNeil-Janssen Pharmaceuticals focused on GAD65 antigen-based therapy for the treatment and prevention of type 1 diabetes and associated conditions
  • Biovail in its license agreement with Kyowa Hakko Kirin to acquire the U.S. and Canadian rights to commercialize products containing istradefylline
  • GlaxoSmithKline in its up to $1.58 billion antisense drug collaboration with Isis Pharmaceuticals for the development and commercialization of therapeutics for rare and infectious diseases
  • Smiths Detection in its collaboration with Novartis Diagnostics relating to Smiths' Bio-Seeq platform and LATE-PCR technology for use in a range of point-of-care diagnostic tests
  • Biovail in its development and commercialization agreement with Alexza Pharmaceuticals
  • NovaDel Pharma in negotiating its license agreement with Mist Acquisition to manufacture and commercialize NitroMist
  • Biovail in its acquisition of the U.S. and Canadian rights to develop and commercialize Santhera Pharmaceuticals' treatment of Dyskinesia in Parkinson's Disease
  • Shire in its multimillion dollar transformative manufacturing arrangement, whereby it transitioned the manufacture of several specialty pharmaceutical products to DSM Pharmaceuticals
  • Biovail in its up to $395 million collaboration with Acadia Pharmaceuticals to develop and commercialize Pimavanserin for neurological and psychiatric indications
  • Shire in its co-promotion agreement with GlaxoSmithKline for Shire's product VyvanseTM
  • Morphotek, and parent company Eisai, in a discovery, development, and commercialization collaboration between Morphotek and Human Genome Sciences for therapeutic monoclonal antibodies for oncology and immunology
  • Biovail in its supply agreement with sanofi-aventis U.S. for the marketing and distribution of the drug Aplenzin in the United States and Puerto Rico
  • Lonza Group in its joint venture with Teva Pharmaceutical Industries to develop, manufacture, and market a portfolio of biosimilars
  • Abeille Pharmaceuticals in its license agreement with Strakan International Limited relating to Abeille's AB-1001 product
  • Eurand in its license and supply agreement with Daewoong Pharmaceuticals relating to Eurand's novel extended-release (ER) formulation of the muscle relaxant Cyclobenzaprine HCl 
  • Auxilium Pharmaceuticals in its up to $485 million development, commercialization, and supply collaboration with Pfizer for XiaflexTM in Europe and Eurasia 
  • Profectus BioSciences in the worldwide acquisition and license of Wyeth's therapeutic and prophylactic DNA and vectored vaccine programs for HIV, HCV, HPV, HSV, and Malaria
  • Merck in its commercialization agreement with Gilead Sciences relating to Atripla 
  • Aprecia Pharmaceuticals in its development and exclusive distributorship agreement with Hampton-Laine related to three products for the treatment of epilepsy
  • Immunomedics in its up to $620 million development and commercialization collaboration with Nycomed for the subcutaneous formulation of its humanized anti-CD20 antibody in non-cancer indications
  • Lundbeck in its $100 million up-front and up to $250 million in connection with regulatory approvals, development, and commercialization collaboration with Myriad for the Alzheimer's disease drug Flurizan
  • Takeda Pharmaceutical in its $100 million up-front and up to $1 billion development and commercialization collaboration and technology transfer transaction with Alnylam relating to RNAi therapeutics
  • Shire in its up to $325 million development and commercialization collaboration with Alba Therapeutics for gastrointestinal permeability inhibitor AT-1001
  • Adolor in its up to $265 million development and commercialization collaboration with Pfizer for delta opioid agonists
  • Acura Pharmaceuticals in its development and commercialization collaboration with King Pharmaceuticals for opioid analgesic products
  • Shire in its up to $440 million genetic disorders development and commercialization collaboration with Amicus Therapeutics
  • NPS Pharmaceuticals in the restructuring of its mGluRs collaboration with AstraZeneca 
  • Keryx Biopharmaceuticals in its phosphate binder collaboration with Japan Tobacco
  • NPS Pharmaceuticals in its license and distribution agreement with Nycomed relating to GATTEXTM 
  • Cardiokine in its up to $220 million development and commercialization collaboration with Biogen Idec for lixivaptan, a selective V2 vasopressin receptor antagonist
  • Shire in its up to $825 million development and commercialization collaboration with Renovo for Juvista (human TGFβ3)
  • Beijing Med-Pharma in its pending agreement with Alliance Boots plc to form a joint venture entity Alliance BMP Limited to acquire 50% interest in Guangzhou Pharma
  • Ambrilia Biopharma in its up to $232 million worldwide licensing agreement with Merck relating to its HIV/AIDS protease inhibitor program
  • Schering-Plough in its global collaboration with Novartis Pharma AG to develop and commercialize a once-daily inhaled fixed-dose combination therapy for asthma and COPD
  • Enzon in its LNA oncology development and commercialization alliance with Santaris
  • Aprecia Pharmaceuticals in a collaboration agreement for the development of its platform drug delivery technology for certain ophthalmic applications to Bausch & Lomb
  • Genizon Biosciences in its licensing agreement with Genentech for its Crohn's disease GeneMap product
  • Daiichi Pharmaceuticals in its licensing agreement with YM BioSciences for its anti-EGFR humanized antibody nimotuzumab
  • CytoKine Pharmasciences in out-licensing its antibody platform technology to GenMab
  • Tengion in its research collaboration agreement with the Wake Forest Institute for Regenerative Medicine for the development of organs and tissues for the treatment of human diseases and disabilities
  • Cerenis Pharmaceuticals in its research collaboration agreement with BioNeer
  • Daiichi-Sankyo in its $340 million global development and collaboration deal with KAI Pharmaceuticals
  • NexMed in its licensing, development, and commercialization collaboration with Novartis for its fungal product
  • Pharmasset in its development and commercialization collaboration with Bukwang Pharmaceuticals of Korea for the treatment of chronic hepatitis B virus
  • Sanofi-Aventis in its authorized generic arrangements with Prasco Laboratories for Allegra
  • Cytogen in the conjugated antibody development and commercialization collaboration between PSMA Development Company LLC, Cytogen's joint venture with Progenics, and Seattle Genetics
  • Biovail in its strategic collaboration and research and development alliance with Kos Pharmaceuticals in the area of cardiovascular disease
  • Amersham in the merger of its brachytherapy business with Galil Medical's urology business to create Oncura
  • Shire in its up to $500 million collaboration with New River Pharmaceuticals for the development and commercialization of a late-stage ADHD compound
  • Cancervax in its $290 million collaboration with Serono for the development and commercialization of its cancer therapy, Canvaxin
  • Adolor in its co-promotion agreement with GlaxoSmithKline for Arixtra
  • Takeda in its $210 million collaboration with Sucampo for the development and commercialization of lubiprostone for the treatment of IBS
  • Pharmasset in its $300 million collaboration with Roche to develop and commercialize nucleoside polymerase inhibitors for the treatment of chronic hepatitis C virus infections
  • Sanofi-Aventis in the restructuring of its Actonel collaboration with Procter & Gamble
  • NexMed in its license of European marketing rights to Schering AG
  • Sanofi-Aventis in its up to $485 million collaboration with Regeneron to develop and commercialize VEGF-Trap products and related equity investment
  • Adolor in its late-stage licensing transaction with EpiCept for the development and commercialization of LidoPain SP and related products
  • Sanofi-Aventis in its collaboration with ImmunoGen to discover, develop, and commercialize novel antibody-based anticancer products
  • Adolor in its worldwide late stage compound development and commercialization agreement with GlaxoSmithKline
  • Arena Pharmaceuticals in its drug discovery collaboration with Merck
  • Sanofi-Aventis in its up to $480 million collaboration with Genta for the co-development and co-commercialization of Genasense
  • Johnson & Johnson Merck Consumer Pharmaceuticals Co. (a joint venture of J&J and Merck) in renegotiating its Scandinavian distributorship rights for all of its over-the-counter products with Pharmacia AB Consumer Healthcare
  • Quintiles in its co-development and co-promotion collaboration with Eli Lilly for Cymbalta
  • Pharmacia in the restructuring of its Lorex joint venture with Sanofi-Aventis for the marketing of Ambien
  • Eos Biotechnology in its collaboration agreements with ICOS, Seattle Genetics, and Avanir
  • Sanofi-Aventis in its $450 million alliance with Millennium Pharmaceuticals for target-based drug discovery and commercialization, bioinformatics technology transfer, and related equity investment
  • 3-Dimensional Pharmaceuticals in drug discovery alliances with Centocor and Bristol-Myers Squibb
  • Genaera in its collaboration and licensing transaction with MedImmune, including the related equity investment and restructuring of the company's previous collaboration with Genentech
  • Sanofi-Aventis in its inhalative insulin strategic alliance with Pfizer, including a worldwide development and commercialization collaboration and formation of a Frankfurt-based manufacturing joint venture, as well as license agreements with Nektar Therapeutics