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Biotech giant Amgen Inc.’s $1.3 billion purchase of Tularik Inc. brought two Los Angeles law firm competitors to the same side of the table. Latham & Watkins and Paul, Hastings, Janofsky & Walker both guided Thousand Oaks-based Amgen, the world’s largest biotechnology company, through its acquisition of Tularik, a South San Francisco biotechnology research and development outfit. Across the table from the tag-team law firms was Cooley Godward, representing Tularik in the stock-swap transaction, which will make Tularik a wholly owned Amgen subsidiary. Pairings such as Latham & Watkins and Paul, Hastings are becoming increasingly common, particularly on deals involving intellectual property issues, said Kate Patterson of Patterson Davis Consulting. “As deals in tech companies become more complex, so do the demands on the firms who represent them.” Clients no longer turn over 100 percent of their business to one law firm as they did 20 years ago, Patterson said. Clients cherry-pick multiple firms “based on historical relationships, expertise and to help ad hoc with specific problems.” Amgen’s selection of Paul, Hastings was at least partly based on relationships. Paul, Hastings’ lead corporate partner on the deal, Robert Carlson, worked in house at Amgen until 2001, when he joined the firm. Though Amgen’s relationship with Paul, Hastings pre-dated his job switch, Carlson said his Amgen experience clearly benefited the deal. “I know how internal processes at Amgen work,” Carlson said. “You can’t know what a company is like until you actually work there.” While Latham handled the bulk of the corporate work and some compensation issues, including stock options, Paul, Hastings managed most of the employment work, including benefits, severance and retention plans. As Tularik’s researchers are the company’s key assets, the employment issues were particularly important to the deal. Latham’s lead partner, Charles Ruck, called the transaction “extremely friendly” and said Amgen’s two firms “coordinated like we were the same team.” Paul, Hastings’ Carlson noted that many biotech companies have one firm for corporate work and another for patent work, or may split work between domestic and international issues. “That’s why a lot firms want to get acquired by larger firms — like us — so they don’t have to share the work.” The merger gives Amgen a beachhead in the Bay Area’s vibrant biotech region, which is bolstered by research centers at UCSF, UC-Berkeley and Stanford University. Amgen also brought on board Tularik Chief Executive Officer David Goeddel to oversee Amgen San Francisco. One of Genentech’s founding scientists, Goeddel has built a widely respected scientific team since he founded Tularik in 1991. Before the acquisition, the two companies had been collaborating on cancer drug development. “Amgen bought a 20 percent stake in Tularik a year ago,” Latham’s Ruck said. “We got to know Dr. Goeddel even better. Based on all that, we felt really good about doing this transaction.” The deal, announced Monday, is expected to close in the second half of 2004.

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