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One lesson LATHAM & WATKINS partner Alan Mendelson has learned from years of working on biotech deals is that it pays to always be ready. It’s a lesson he has passed on to associates such as Mark Roeder, from the firm’s Menlo Park office. So Mendelson and Roeder were prepared for the work ahead when they advised two biotech clients � Renovis Inc. of South San Francisco and Geron Corp. of Menlo Park � on overlapping offerings that were priced a week apart earlier this month. “[Roeder] ran both deals,” Mendelson said. “And since they overlapped, it was a real challenge.” Renovis this week closed on its public offering of 4 million shares of common stock at $13.50 per share, for an expected total of $54 million. The company granted underwriters a 30-day option to purchase up to an additional 600,000 shares of common stock to cover over-allotments. Meanwhile, Geron last week announced the closing of its public offering of 6.9 million shares of common stock for an aggregate public offering of $62.1 million. Concurrently, pharmaceutical company Merck & Co. exercised a warrant to purchase 2 million shares, or $18 million worth, of Geron common stock. The Geron offering was the more challenging of the two deals, Mendelson said. An early player in stem cell research, with an almost cult-like following among individual investors, the company’s story needed to be sold to institutional investors. “Having Merck willing to bet on the company gave other investors a comfort level,” Mendelson said. With Renovis, Mendelson says investors were impressed with the company’s stroke medicine, Cerovive, which is licensed to pharmaceutical company AstraZeneca and undergoing trials. Cerovive recently performed well in one set of trials and is currently undergoing another, providing an opportunity to get in early on what looked like a promising investment. In July and August, Mendelson said, lawyers at Latham started receiving indications that a stronger biotech market was expected after Labor Day. The change in outlook was also heralded by the higher-than-expected earnings reports from biotech giants Amgen and Genentech, as well as actions from the Food and Drug Administration and clinical trial results from other companies. “We started to get that kind of vibe,” Mendelson recalls. “And as usual in biotech, everybody and their grandmother wants to finance.” Latham’s team on the Renovis offering also included partner Ora Fisher and associates Jean-Marc Corredor and Connie Chen. Working also on the Geron offering were Latham partner Cynthia Rotell and associates Gregory Chin and Sarah Slayen. Lawyers from DEWEY BALLANTINE advised UBS Investment Bank, the sole book-running manager of the underwritten public offering. &# 151; Marie-Anne Hogarth BOOSTING STEM CELL RESEARCH PILLSBURY WINTHROP SHAW PITTMAN added a feather to its stem cell market cap when it completed a $13.9 million venture capital deal this month for OncoMed Pharmaceuticals, a Mountain View-based company researching a cancer treatment. The deal fits in nicely with SCOPE, the firm’s Stem Cell Outlook and Planning Effort, a program that targets new opportunities created by Proposition 71. Passed last year, the measure created a stem cell institute to regulate research funding through grants and loans. San Francisco was later selected to house the institute. “There is so much going on in California with the new legislation,” Pillsbury partner Thomas Sparks Jr. said. “[OncoMed] fits into our overall objective to be a leader in biomedical research.” OncoMed is developing techniques to fight “cancer stem cells,” a type of malignant cell found in the tumors. The seed funding will be used to support drug discovery and development and to hire more scientists. Another effort to seek additional funding from new investors is likely a year from now. Fellow Pillsbury partner Cameo Jones in San Francisco also worked on the deal, which was financed by VC firms Latterell Venture Partners, U.S. Venture Partners, Morgenthaler Ventures and the Vertical Group. Jill Fishbein, a partner at CARR & FERRELL who represented some of the venture capital firms, said that an interesting part of the deal was making sure OncoMed had sufficient rights to commercialize the science, which founders developed at the University of Michigan. “That was an added twist,” she said. “That was one of the most interesting and complicated parts of the transaction.” For Sparks, it’s been a rewarding experience to work with “abstract thinkers” such as OncoMed founders Michael Clarke and Max Wicha, who are professors of internal medicine at the University of Michigan. “This is a very new and exciting area,” said Sparks, who is part of Pillsbury’s life sciences group. “All of a sudden, you can find something earth-shattering. This could be the milestone in the treatment of cancer.” &# 151; Kellie Schmitt

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