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Vancouver, B.C., is a long way from the Valley. But for Canadian pharmaceutical developer QLT Inc., hiring Latham & Watkins was as natural as calling an old friend. Latham represented the pharmaceutical developer in its recent $855 million acquisition of Atrix Laboratories Inc. QLT CEO Paul Hastings and its chief business officer, Bill Newell, knew Latham because both were working at South San Francisco’s Axys Pharmaceuticals Inc. when Latham handled that company’s sale to Celera Genomics Corp. three years ago. Latham partner Alan Mendelson also serves on the board of QLT, as he did for Axys. Working on Canadian turf offered a change of pace for the Latham lawyers. “You have to worry about complexities with Canadian disclosure rules,” said Ora Fisher, a partner in the firm’s Menlo Park office who led the deal team. “Nasdaq and the SEC are not always the center of the universe.” Fisher said the companies were interesting. “It was a fun transaction in that the deal was all about putting together two companies with their own products and pipeline of products to build a more robust company,” Fisher said. QLT markets the eye-disease drug Visudyne for the treatment of a form of age-related macular degeneration. Atrix, based in Fort Collins, Colo., sells Eligard, an injectible drug for the treatment of prostate cancer, and has a topical acne drug in a late stage of development. Under the terms of the deal announced June 14, QLT is acquiring 100 percent of Atrix’s common stock for approximately $855 million in stock and cash. Atrix shareholders will own approximately 23 percent of the combined entity, and QLT shareholders will own approximately 77 percent. Fisher’s team included partners Laurence Stein, Joseph Yaffe, Stuart Kurlander, Carolyne Hathaway, of counsel Wesley Skow and associates Nicholas O’Keefe, Mark Fleisher, Alexandra Shin, Joseph Sarret, David Penna, Courtney Haas, Keith Abrams, Marcelo Corpuz III, Rebecca Brandt and Ana Cabassa- Torres. A team of lawyers from the Vancouver firm Farris Vaughan Wills & Murphy also worked on the deal. Warren Troupe, a partner in Morrison & Foerster’s Denver office, led the team representing Atrix, along with San Francisco partner Michael O’Bryan and Denver associate David Thatcher. The team also included San Francisco partners Paul Borden, Patrick McCabe, Jonathan Dickstein and David Bayless and associates Thomas Scholz, Joy MacIntyre and Julie Cook. – Brenda Sandburg CISCO POCKETS PROCKET Law firms aren’t the only ones who hire groups of talent from competitors. Tech companies like Cisco do, too. Aided by two local firms, Cisco Systems Inc. acquired Procket Networks Inc.’s engineers and other assets for roughly $89 million in cash. “Cisco is buying the intellectual property assets and hiring the employees,” said Douglas Cogen, who led the Fenwick & West group representing the San Jose-based networking giant. “When you see a really great team, you want to bring them in together.” Across the table, Heller Ehrman White & McAuliffe’s Venture Law Group represented Procket, a developer of concurrent service routers based in Milpitas. Heller’s lead partner, John Sellers, said the deal was somewhat more complex than a stock purchase because once the engineers leave, “Procket will still exist and will have to go through the process of winding down the company.” Fenwick’s Cogen agreed that the deal was a bit more complicated than a merger. “You have to decide which assets you’re buying and which ones you’re not. Each part is independently analyzed,” he said. In addition, Cogen said, both sides had to figure out how the new employees would map in with the existing team. The Procket engineers are “joining the routing group. So this is very much right in the core of what Cisco already does,” Cogen said. The deal, announced June 17, is expected to close in 2005, pending regulatory and shareholder approval. In addition to Cogen, Fenwick’s team included partners Lisa Kenkel, Lawrence Granatelli, Scott Spector, Walter Raineri and Mark Ostrau. Along with Sellers, the Heller group included Joshua Green, Steven Tonsfeldt, Timothy Hoxie, Mark Windfeld- Hansen, Renee Deming, Beatriz Esparza Duenas and Mary Azcuenaga.

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