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Salt Lake City-based NPS Pharmaceuticals Inc. and Bridgewater, N.J.-based Enzon Pharmaceuticals Inc. have agreed to an all-stock merger of equals valued at about $1.6 billion. Attorneys in the Salt Lake City, New York, San Francisco and Palo Alto offices of Wilson Sonsini Goodrich & Rosati represented NPS in the deal. The New York office of Dorsey & Whitney represented Enzon. NPS currently has products in various stages of development, but none currently on the market. Enzon has four revenue-generating products currently on the market. “The beauty of the merger for NPS is, rather than having to come back to the capital markets to fund its late-stage products, they now have the expectation that the revenue from Enzon will enhance the development,” said Robert O’Connor, the lead partner on the deal for Wilson. The product NPS has closest to reaching the market is called Preos, a treatment for osteoporosis. It is in a late-stage clinical trial. “But NPS has a robust discovery capability,” said O’Connor. “The combined company has marketed products, late-stage and early-stage products.” Like AOL Time Warner Inc. and other mergers of equals, this deal utilized the “double dummy structure.” This creates a new parent company managed by a team comprised of both companies’ managers and directors. The new company will run NPS and Enzon, and has not yet been named. Partners Larry Sonsini and Steve Camahort co-led the deal out of the Palo Alto office. Real estate and environmental partner Marc Gottschalk, intellectual property associate David West, employment partner John Aguirre and associate David Della Rocca, tax partner Ivan Humphreys, and FDA regulatory partner David Hoffmeister all worked out of the firm’s Palo Alto office. Corporate associate Victoria Deitcher worked in the San Francisco office. Dorsey & Whitney New York-based partner Kevin Collins led the deal for Enzon. Associates Tasha Hailey and Nanci Prado also worked on the deal from New York. Multex. com/ Reuters Attorneys in the New York and Menlo Park offices of Davis Polk & Wardwell advised Multex.com Inc., a provider of information and research to the financial industry, on its acquisition by London, England-based news company Reuters Group PLC for about $261 million. New York’s Sullivan & Cromwell represented Reuters in the transaction. Menlo Park-based intellectual property partner Steven Weiner said that this deal, like many others he has worked on lately, highlights the emerging role of patents in financial transactions. “I see a major trend. Portfolios of patents are increasingly important assets in deals,” Weiner said. “Even if you’re a software business, you want to express and protect your company’s value through patents. It’s what captures what is unique and interesting about a company.” Weiner said that Multex’s patented technology played a key role in their value to Reuters. Reuters currently owns 6 percent of Multex. Multex’s managers, who own a 5-percent stake, have agreed to tender their shares into the offer. Bear Stearns served as Multex’s financial adviser and Richards, Layton & Finger was Delaware counsel to Multex. Corporate partner Phillip Mills led the deal out of Davis Polk’s New York office. Corporate associates John Amorosi, Michael Brown and Thaddeus Tracy all worked out of the firm’s New York office. Intellectual property associate Douglas Cardwell worked out of the firm’s Menlo Park office with Weiner.

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