Life Sciences

Morgan Lewis has handled some of the most complex and far-reaching licensing and collaboration transactions ever accomplished for life sciences companies around the globe. Our clients include more than 1,000 life sciences businesses, ranging from large and mid-sized pharmaceutical and biotechnology companies, healthcare providers, insurers, and product manufacturers to emerging biopharma, medical device, and digital health companies. We also advise companies in the immunology, virology, pharmaceutical chemistry, molecular biology, and bioinformatics industries.

In addition to global pharmaceutical companies, biotechs, and medical device companies, we count among our clients:

• Investment banks
• Private equity firms
• Venture capital firms
• Precision medicine companies
• HealthTech companies
• Pharmacy benefit managers
• Wholesale and distribution companies
• Contract research organizations
• Contract manufacturing organizations
• Institutional lenders
• Royalty monetization firms
• Independent director committees
• Management groups

• Platinum Equity in its $2.1 billion acquisition of LifeScan from Johnson & Johnson
• Repros Therapeutics in its sale to Allergan
• BTG in its $80 million acquisition of Roxwood Medical
• Sumitomo Corporation in the acquisition of a 20% stake in Upsher-Smith Laboratories
• Vets First Choice in its merger with the Henry Schein Animal Health spin off
• Amarin in its collaboration agreement with Mochida Pharmaceutical for the development and commercialization of early-stage drug products and indications based on the omega-3 acid, EPA, to treat patients at risk of cardiovascular disease
• Merck KGaA in its novel risk-sharing collaboration agreement with SFJ Pharmaceuticals for development of Merck’s abituzumab as a first-line treatment for metastatic colorectal cancer in combination with Erbitux® and chemotherapy
• Rhythm Pharmaceuticals in its acquisition of the worldwide rights from Takeda Pharmaceutical to develop and commercialize an inhibitor currently in preclinical development for Prader-Willi Syndrome
• Rhythm Pharmaceuticals in its $174 million public offering with Morgan Stanley, Bank of America Merrill Lynch and Cowen as the lead bookrunners and Needham & Company as lead manager
• Bellevue Asset Management and EDBI in the $500 million Series G financing of Moderna Therapeutics
• Served as lead trial counsel to ZimmerBiomet in defense of a $15 million False Claims Act retaliation case filed by a former high-volume and highly-compensated sales team leader. We obtained a complete unanimous defense verdict after a two-week jury trial in the U.S.D.C, E.D. Pa., and also secured a jury verdict in favor of ZimmerBiomet on its counterclaims of breach of fiduciary duty and breach of confidentiality agreement
• Represented Teva Pharmaceutical Industries and obtained, from the bench at oral argument, grant of motion to dismiss all claims asserted against a leading generic drug manufacturer and its officers and directors in securities fraud class action, including the dismissal of all strict liability claims asserted under the Securities Act of 1933, with leave to replead.

• US Federal Trade Commission, including Hatch-Waxman, settlements and investigations
• US Department of Justice, European Commission, and other non-US competition authority investigations
• Sham citizen petitions claims
• Patent infringement counterclaims
• Multidistrict horizontal conspiracy class actions
• Robinson-Patman Act price-fixing claims
• Exclusive dealing claims

• Initial public offerings
• Stock exchange listings
• Corporate governance issues
• Public issuer reporting
• Board of directors, board committee, and executive representations

• Research platform deals
• Development and commercialization collaborations
• Co-promotion arrangements
• Manufacturing and other operational agreements
• Financings with venture capital funds, private equity firms, investment and commercial banks, institutional lenders, and other investors
• Alternative financing transactions with royalty monetization firms and collaborative development and funding partners
• Multinational drug development, manufacturing, licensing, and related transactions
• Product acquisitions and divestitures
• Negotiated business combinations by both public and private companies
• Mergers and acquisitions
• Joint ventures and service agreements
• Tender offers (friendly and unsolicited)
• Proxy contests
• Bankruptcy and restructurings
• Leveraged buyouts
• Senior secured credit facilities
• Acquisition financing and refinancing

• Medicare, Medicaid, and other US healthcare program matters
• Audits and investigations into alleged billing and coding practice irregularities
• Medicare Appeals Council, US and state court, and administrative law judge appeals
• Provider Reimbursement Review Board representations

• Qualified and non-qualified retirement plans
• Health and welfare plans
• Employment agreements
• Severance and retention arrangements
• Employee Retirement Income Security Act (ERISA) fiduciary issues
• Deferred compensation and profit sharing plans
• Internal Revenue Code Sections 280G and 162(m) matters
• Executive compensation agreements
• Equity incentive plans

• US Food and Drug Administration (FDA) Compliance matters
• Pathway strategies
• Clinical trial design
• Orphan drug submissions
• Investigational new drug, new drug, and biologics license applications
• Biosimilar and Hatch-Waxman strategies
• FDA advisory committee matters and dispute resolution
• Government sales and contracting disputes
• Reimbursement strategies
• Available market exclusivity assessments
• Promotional, reimbursement, marketing, distribution, and pricing strategies
• Labeling and advertising matters
• Manufacturing processes
• Recall, correction, removal, and supply chain issues
• Comparative effectiveness research
• Export and import matters
• Investigational device submissions
• Humanitarian-use device exemptions
• 510(k) and premarket approval applications
• Product modifications
• Medical device reporting
• Quality System Regulation issues
• Medicare and Medicaid coverage and reimbursement
• Sunshine, state distribution, and related device-compliance matters
• 483 observations and warning letters

• US Patent and Trademark Office matters
• Patent procurement strategies
• Patent applications
• Reexamination, reissue, and interference matters
• Third-party rights infringement avoidance
• Patent rights enforcement
• Patent infringement claims
• Patent and technology licensing agreements
• IP audits and due diligence investigations
• Patentability, infringement, and validity opinions

• Employee Retirement Income Security Act (ERISA) and Fair Labor Standards Act issues
• Systemic employment discrimination claims
• Union campaigns
• Union avoidance programs
• Corporate campaigns
• Multiemployer bargaining group representations
• Complex labor-management matters
• US Department of Labor compliance
• Wage and hour issues
• Leave law compliance
• Occupational Safety and Health Administration (OSHA) compliance
• Equal Employment Opportunity Commission (EEOC) matters
• I-9 immigration compliance
• Executive transfer visa programs
• Global visas
• Immigration strategic planning
• Layoffs, restructurings, spin-offs, and acquisition-related matters

• Criminal and civil healthcare fraud litigation
• US federal and state grand jury subpoenas
• US government civil investigative demands and administrative subpoenas
• Settlement discussions
• Corporate Integrity Agreement (CIA) negotiations
• Anti-Kickback Statute litigation
• Healthcare Fraud Statute litigation
• Civil Monetary Penalties Law litigation
• Responsible Corporate Officer Doctrine disputes
• US and state false claims acts disputes
• Suspensions and debarments
• Deferred prosecution agreements
• Consent decrees
• Payment disputes
• Development, production, sale, and distribution disputes
• US False Claims Act litigation, including qui tam matters
• Anti-Kickback and Physician-Self Referral (Stark) Law investigations and litigation
• Trade secret and non-compete litigation
• Supplier/purchaser and post-acquisition disputes
• Consumer class actions and other consumer-related litigation
• FDA Form 483 and Warning Letter responses
• Foreign Corrupt Practices Act, UK Bribery Act, and other anticorruption matters
• US state bureaus of Consumer Protection actions
• Insurance recovery

• Information technology
• Business processes
• Clinical trials and development
• Manufacturing and supply
• Sales and marketing
• FDA documentation and submissions

• US Health Insurance Portability and Accountability Act (HIPAA) matters
• Gramm-Leach-Bliley Act issues
• US Health Information Technology for Economic and Clinical Health (HITECH) Act matters
• US state security breach notification law compliance
• Medical privacy law matters
• US Federal Trade Commission privacy and security compliance
• Red Flags Rule and other global privacy rule compliance
• Security breach responses
• Data transmissions to government agencies
• Information disclosure and compliance training for employees

• Acquisitions, including for patient care facilities, senior housing, medical office buildings, research and development facilities, clean rooms, laboratories, and vivariums
• Financing, workouts, and restructurings,
• Land assemblage and development
• Sale-leasebacks
• Leasing and taxation
• Real estate investment trusts (REITs)
• Global entity investments

• Internal Revenue Service disputes
• US Department of the Treasury disputes
• Global transactional tax planning
• Mergers and acquisition
• Reorganizations
• Spin-offs, joint ventures, and strategic alliances
• Equity and debt securities offerings