Life Sciences
We represent biotechnology, medical device and pharmaceutical companies and institutions in a wide range of legal matters that arise in connection with the development, protection and commercialization of their unique life sciences technologies.
Protection and exploitation of technology are often key components to gaining competitive advantage in the life sciences industry. Our life sciences practice features professionals experienced in counseling clients with regard to:
- Intellectual property
- Licensing and collaboration
- Product development and distribution
Some representative examples of this work include:
- Assisting a start-up medical device company in negotiating an agreement with a major local university whereby the company had the option to obtain an exclusive license to certain patent-pending tomographic technology in exchange for entering into a sponsored research agreement, making certain minimum and milestone payments, and providing the university with common stock in the company.
- Representing Genzyme on international matters within the Latin America and Asia Pacific regions. Our ongoing responsibilities and international representation has included: (i) drafting and negotiating distribution arrangements with third party strategic partners who provide sales and marketing support to the client in areas where it does not maintain a direct sales presence; and (ii) assisting with the establishment of representative or branch offices and wholly-owned subsidiaries when the client's sales and marketing approach has matured into a more direct local presence within a given territory.
- Representing Genzyme in domestic M&A transactions.
- Representing ETEX in contractual relationships with third party distributors for the marketing and sales of its extensive product portfolio. Our responsibilities also include representation in employment matters, corporate governance, and strategic planning for liquidity realization.
- Representing ZMed, Inc., a supplier of radiation oncology software and accessories for ultrasound-based, image-guided radiotherapy, in its acquisition by Varian Medial Systems (NYSE:VAR) for $35,500,000.
Intellectual Property Protection
We assist clients with the protection of their intellectual property by designing and implementing value-oriented patent strategies, and assisting them in assessing and avoiding the patent rights of others. We also advise clients on the:
- Selection, clearance and protection of trademarks, trade names and domain names in the United States and abroad
- Protecting trade secrets and copyrights
- Confidentiality, invention assignment, consulting, non-competition and non-solicitation agreements
- Scope and duration of non-competition covenants, which can have a profound effect upon the enforceability of the agreements of which they are a part.
(See Technology & Intellectual Property practice.)
Licensing and Collaboration
The successful exploitation of life sciences technology often requires collaboration with other business entities or research institutions. We structure, negotiate and draft the many types of third-party agreements including:
- In-bound and out-bound license agreements involving patented and other technologies
- Joint research and development agreements
- Sponsored research agreements with hospitals and universities
- Clinical trial agreements
- Materials transfer agreements
- Beta test agreements
- Royalty agreements.
(See Licensing & Intercompany Arrangements.)
Product Development and Distribution
We help clients develop and distribute commercial products by structuring, negotiating and drafting:
- Distribution agreements
- Sales agency agreements
- Manufacturing and joint venture agreements
- Strategic partnership agreements.
We work closely with clients to establish suites of agreements customized for their particular businesses, but also stand ready to negotiate from drafts prepared by their partners. We understand that many of our clients are in business to generate sales, and we use our experience to help clients exploit the marketplace with the confidence that comes from knowing their fundamental rights are secure. We work with a network of legal and consulting specialists to address the FDA matters that inevitably arise in bringing new products to market.
Other Legal Services
In addition to the services described above that may be unique to life sciences businesses, we provide our life sciences clients with the full range of corporate and business law services. These services may include the following:
To discuss your company's specific legal needs, and how our experienced attorneys might meet them more efficiently and responsively, please contact Peter Barnes-Brown, Jeffrey Somers, or Lisa Treannie.
