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Genome Therapeutics Corp. gained its first commercial drug product with the acquisition of GeneSoft Pharmaceuticals Inc. Lawyers at Gunderson Dettmer Stough Villeneuve Franklin & Hachigian represented South San Francisco-based GeneSoft in the all-stock transaction valued at $80 million. The deal was finalized seven months after the Food and Drug Administration approved GeneSoft’s Factive for treatment of acute bacterial exacerbations of chronic bronchitis and pneumonia. Genome Therapeutics said it planned to launch the drug in the summer of 2004 to coincide with next year’s respiratory tract infections season. Under the deal, Genome Therapeutics will issue approximately 28 million shares of its common stock to security holders of the privately held GeneSoft and assume $24 million of GeneSoft debt. On Nov. 17, the day before the deal was announced, Genome Therapeutics’ stock price closed at $2.85. Before the merger is finalized, Waltham, Mass.-based Genome Therapeutics must raise approximately $30 million to fund the merged biotechnology company. “Trying to build the requirements for financing into the merger documents was a little tricky and a little more exciting than the everyday transaction,” said Chad Perry, an associate in Ropes & Gray’s San Francisco office who represented Genome Therapeutics on the deal. Ropes & Gray partner Patrick O’Brien, based in the firm’s Boston headquarters, led the deal team. Partner Eric Elfman and associates Nicholas Antoun, Matthew Choate and Melissa Halasz in Boston and San Francisco associate Christopher Kirby assisted on the transaction. The Gunderson team representing GeneSoft included partners Christopher Dillon, Colin Chapman and Steven Franklin and associates David Van Horne and Lisa Schultz. CHARLES SCHWAB/SOUNDVIEW Howard, Rice, Nemerovski, Canady, Falk & Rabkin assisted longtime client The Charles Schwab Corp. in its latest acquisition. The San Francisco-based brokerage firm is swallowing SoundView Technology Group Inc. in an all-cash transaction valued at approximately $324 million. Schwab will pay $15.50 for each outstanding share of SoundView, followed by a merger whereby all SoundView shareholders will receive the same amount per share in cash. Name partner Richard Canady led the team of Howard, Rice attorneys, which included partners Maurine Murtagh and Joseph Hershenson, and associate Edward Deibert. Canady declined to discuss the deal, other than to list the attorneys that were involved. Howard, Rice has a long history representing Schwab and is listed on the company’s Web site as its official outside counsel. SoundView, an Old Greenwich, Conn.-based securities firm that provides research on technology companies, will deepen Schwab’s institutional client offerings. The new entity will be named Schwab SoundView Capital Markets and will operate as a Schwab Corp. subsidiary. SoundView was represented by New York’s Wachtell, Lipton, Rosen & Katz.

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