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Life sciences companies face unique challenges. Capital demands are significant, as are demands on management to negotiate strategic deals, push product development forward, and preserve and protect value.
Proskauer's Life Sciences lawyers work with companies at all stages. Our client roster includes venture-backed companies and top universities, in addition to many of the world's largest pharmaceutical, medical device, biotechnology, and healthcare services companies.
For more information about this practice area, contact:
Strategic Corporate Counsel
As strategic corporate counsel, our team advises our clients through virtually every stage of corporate development - from an initial foray into the private equity markets through to mature company acquisition programs and liquidity events. We participate in your day to day corporate and securities matters, as well as in critical transactions, with an eye toward growing your business and gaining access to revenue, technology, and new markets.
We have a dedicated healthcare law practice to assist our life sciences clients in navigating and complying with the applicable U.S. regulatory framework.
Intellectual Property: Counseling, Protection and Evaluation
Our vast experience in the area of intellectual property is central to Proskauer's successful representation of Life Sciences companies and their investors.
Proskauer's patent lawyers and technology specialists have a broad range of technical expertise (some with Ph.D.s) in such areas as biochemistry, biomedical engineering, biotechnology, chemistry, molecular biology, systems biology, medical devices, pharmaceuticals and drug discovery. Our goal is to provide our clients with strategic advice in order to maximize the value of their intellectual property assets through:
- Patent and trademark prosecution and portfolio development;
- Freedom to operate assessments and opinions;
- Complex patent and other intellectual property litigation and dispute resolution;
- Interferences and inventorship disputes;
- Due diligence evaluation of a company's IP portfolio, competitive market position and licensing arrangements in the context of internal intellectual property audits, private investments, M&A transactions, and public market fundraising;
- Intellectual property and ownership programs and policies;
- Technology transfer through licensing and other arrangements; and
- Hatch-Waxman issues
In the pharmaceutical and biotechnology fields, representative technologies we have handled include recombinantly-produced proteins, engineered antibodies, recombinant DNA, gold-labeled biological molecules, diagnostic kits, vaccines, HIV therapeutics, blood proteins, phage display, anti-coagulants, tissue sealants, transgenic plants, genetic targets, gene chips, statins and other pharmaceuticals including controlled release drug delivery systems.
In the medical device area, representative technologies we have handled include CT systems, medical lasers, audiometer screening systems, vascular stents, prosthetics, infusion pumps, intravenous devices, endoscopic surgery devices, MRI systems, sonogram systems, surgical binoculars and surgical retractor devices.
Technology Collaborations
We structure, negotiate and document Life Sciences technology transfer transactions where intellectual property assets by definition drive the deals.
Strategic partnerships offer tremendous benefits to Life Sciences companies - access to technology, to markets, to sales channels, and more. As many know first-hand, structuring the deal can be complex. Our team helps clients ensure that they get the most of these partnering deals, whether the collaboration partner is a university, a peer, or a global leader. We bring critical IP know-how to the negotiating table, helping clients to rigorously evaluate the benefits and potential liabilities of a partnership well before the deal is inked. We work with clients to manage their strategic partnerships for maximum benefit, including structures for risk-sharing, ways to maintain momentum and, should the deal not deliver, a clear and executable exit plan.
Proskauer represents Life Sciences companies in a broad spectrum of technology transactions, such as sponsored research agreements, collaborative research arrangements, clinical trial agreements, product development and distribution agreements, manufacturing agreements, technology licenses, cross-licensing arrangements and separate entity joint ventures. We also assist investors in analyzing such arrangements from the standpoint of rights, obligations and competitive leverage.
Raising Capital
For every technology-driven company, ready access to capital is key. This is especially true for Life Sciences companies. Creative financing approaches offer the liquidity needed to fuel continued growth. Proskauer's team assists our clients in raising capital by providing guidance in identifying and introducing potential capital investors. In all fundraising, our team will work with yours to ensure that transactions are structured fairly, agreements are airtight and that the funding process moves ahead quickly to capitalize on market windows.
Our work in the private equity arena includes representation of venture capital and private equity firms in their investments and in fund formation. Our relationships with many of the nation's top investment firms provides Proskauer's Life Sciences team with direct access to sources of capital that Life Sciences companies need.
Private Equity Fund Practice
We assist domestic and foreign clients in the formation, management and maintenance of private equity funds in the Life Sciences sector. We have represented clients in forming funds ranging in size from $1 million to over $2 billion. Attorneys in the group represent both fund sponsors and investors, and closely follow developments in partnership, limited liability company and tax law, as well as current industry trends. We also advise major corporations, banks and other institutions on matters relating to the establishment and operation of affiliated venture capital and private equity funds. Our Firm's breadth and depth of experience in the full range of business and legal issues affecting the fund formation process provides clients with a competitive advantage in the Life Sciences industry.
Navigating the Public Markets
Our team has the experience needed to successfully complete your IPO or follow-on offering. Our work for issuers seeking to access the capital markets for the first time begins with helping them to understand the process they are about to undertake and counseling them on pre-offering matters, such as corporate structuring, governance, take-over defense mechanisms, equity incentive arrangements and publicity.
We work with both first-time and seasoned issuers in preparing offering materials and, in registered transactions, clearing the materials with the Securities and Exchange Commission. We negotiate the terms and conditions of underwriting agreements. We work with accountants to address sensitive accounting issues and develop creative solutions. We advise and assist issuers in meeting their ongoing public reporting and corporate governance obligations, particularly Sarbanes-Oxley and listing-standard compliance.
We also have extensive experience representing both issuers and initial purchasers in Rule 144A transactions, including offerings of investment-grade, convertible and high-yield debt. Whatever your capital-raising needs are, Proskauer will be able to assist you.
Making Sure Your Mergers Succeed
The ultimate success, or failure, of a merger is often determined early in the process. Proskauer's approach to M&A transactions focuses on the critical points in the deal. Our Life Sciences team experience ranges from advising on multi-billion dollar deals to small scale acquisitions that allow for continued growth. From the initial tax structuring through to closing, we remain focused on how each deal can contribute to your ultimate objective.
Intellectual Property Litigation and Dispute Resolution
When our clients retain Proskauer for their IP and complex litigation, they get a team of lawyers who have extensive experience litigating -- and winning -- intellectual property and other disputes, including patent, copyright, trademark, trade secret and licensing matters. No other firm measures up to us in matters at the increasingly contested intersection of antitrust and IP rights. Our litigators are distinguished by their superb courtroom skills, having prevailed in complex IP cases before judges and juries in federal and state courts nationwide. Even prior to litigation, they also know what steps can be taken to enhance a client's legal position and, then, how the process can result in maximally favorable business resolutions.
Our litigators recognize that each client has different goals and interests, that every IP dispute is unique, and that to get the best result, it is often necessary to have a multi-pronged, comprehensive and well-thought-out strategy -- one which could include multi-district or anticipatory litigation in courts around the country, national or international arbitration, ex partes or inter partes reexaminations, patent inferences and trademark or patent oppositions in patent offices in the U.S. and abroad.
Proskauer's Life Sciences practice greatly benefits by being part of a full-service international law firm having extraordinary depth and capabilities in relation to IP litigation.
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