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In a week of heightened activity in the biotechnology sector, two industry mammoths — Biogen Inc. and IDEC Pharmaceuticals Corp. — have agreed to a merger worth about $6.7 billion. Attorneys in the San Diego and Palo Alto offices of Pillsbury Winthrop represented IDEC in the deal. Lawyers in the New York office of Skadden, Arps, Slate, Meagher & Flom did the deal for Biogen. “The fact that each of these companies had a significant product in the market simply made the merger-of-equals aspect of this combination more readily achievable,” said Pillsbury partner David Snyder, who led the deal for the firm. “It did provide –as would any biotech transaction — the need to take a careful look at the IP, but the significant revenue streams on both sides made that much easier.” The new company, called Biogen IDEC Inc., will give both sides of the deal more cash for new drug development. “This deal is all about increasing the research and development spending of the combined company,” Snyder said. “I think that the expense of drug discovery and the development of new therapies will foster more combinations like this because of the big” research and development spending. IDEC Vice President and General Counsel John Dunn, corporate counsel Jo Ann Taormina and IP counsel Christopher Dayton worked on the deal for the company in house. In addition to Snyder in San Diego, Pillsbury partner T. Michael Hird and associates Christopher Forrester, Justin Ferber and IP partner John Wetherell Jr. worked on the deal. In Palo Alto, tax partner C. Brian Wainwright worked on the deal. Employee benefits partner Peter Hunt, corporate associate Clara Liang and tax associate James Chudy worked out of New York. Antitrust of counsel Aileen “Chuca” Meyer worked out of the firm’s Washington, D.C., office. Skadden partner Roger Aaron led the deal in New York; Boston-based partners Louis Goodman, Kent Coit and associate Margaret Cohen also worked on the deal for Biogen. CELL THERAPUTICS/NOVUSPHARMA In another recent biotechnology deal, Seattle-based Cell Therapeutics Inc. agreed to buy Milan, Italy-based Novuspharma SpA in an all-stock deal worth $236 million. Lawyers in the San Francisco office of Wilson Sonsini Goodrich & Rosati represented CTI in the transaction. Attorneys in the San Francisco office of Skadden, Arps represented Novuspharma in the deal. For the team at Wilson Sonsini, the deal proved challenging on many fronts. “All biotech transactions are inherently complex because understanding the science and intellectual property is critical to valuation and structure, as well as negotiations,” said Michael Kennedy, the lead partner at the firm. “Because CTI will also list its shares on the Nuevo Mercata [the Italian stock exchange], the transaction involves the additional complexity of a cross-border dual-listing and simultaneous compliance with U.S. and Italian securities and corporate law. We tilled a lot of new ground here.” For CTI, the purchase will increase the number of cancer drugs it has in the development pipeline. Novuspharma has a drug called Pixantrone, a treatment for non-Hodgkin’s lymphoma, in the latter stages of development. In addition to Kennedy at Wilson Sonsini, corporate partner Karen Dempsey and corporate associates Victoria Deitcher and Dana Kromm worked on the deal. Employee benefits and compensation partner Roger Stern and associate Jason Borrevik; IP partner Len Jacoby and associates Parag Gheewala and Jesse Pannoni; tax partner David Gerson and associate John Chase worked on the deal. Skadden corporate partner Celeste Greene and associate Devang Shah worked on the deal out of the San Francisco office. In Palo Alto, corporate partner Kenton King and IP partner Ronald Laurie; corporate associates Kambiz Izadi, James Adams, Joshua Walker; IP associates Robert Beyers, Karen Spindler; and employment associates Kristin Major and Saidah Grayson worked on the deal. In Los Angeles, employment partner Michael Lawson; tax partner Moshe Kushman; employment of counsel Lonny Block; associate Rhan Soh; and tax associate Sandra Strassner worked on the deal.

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