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Wilmer Cutler Pickering Hale and Dorr partner Rod Howard just helped medical technology client Becton, Dickinson and Co. acquire San Diego-based GeneOhm Sciences Inc. in a $230 million deal. The acquisition of GeneOhm, announced Jan. 10, also includes $25 million in earnouts when certain milestones are achieved. GeneOhm has developed a molecular diagnostic technology aimed at detecting bacterial organisms, including those known to cause infections. Howard says the deal was complex because GeneOhm has people and operations in Canada and Europe, which complicated the drafting of the details of the earnouts and the non-compete agreements for key employees. “These vary from country to country,” said Howard. “You cannot adopt a one-size-fits-all solution.” Howard added the deal is all-cash, which is a departure from five years ago, when stock-for-stock fixed exchanges were in vogue. With a greater availability of cash in the marketplace, as well as more private equity funds and more conservative buyers, Howard says, there’s currently a throwback to the ’90s mantra that cash is king. “It’s clean; it’s strong; it’s done; it’s certain,” Howard says. “You don’t have to worry how much your stock is worth later on.” Cooley Godward partner Barbara Borden represented GeneOhm in the transaction and previously saw the client through its acquisition in October 2004 of Canadian subsidiary Infectio Diagnostic Inc. Borden said the Infectio acquisition made GeneOhm a more attractive target for Becton. Wilmer Cutler’s team also included Palo Alto counsel Joseph Wyatt and associate Chawl Tran, Boston partners Hollie Baker and William Schmidt and associate Lisa Geller, Washington, D.C., partner Louise Howe and counsel Karel Daele. Becton, Dickinson’s internal legal team included VP and General Counsel Jeffrey Sherman, Associate General Counsel Richard Carbone and counsel Joseph LaSala. Attorneys from the Canadian firm, Stikeman Elliott, also did work on the deal for Becton. Cooley Godward’s team representing GeneOhm included Palo Alto associate Mark Bradford and special counsel Francis Fryscak, San Diego partner Kay Chandler, and associates Patrick Loofbourrow, Jennifer King, Amy Wood and Amy Gunter. � Marie-Anne Hogarth BIOTECH, BIOPHARM, BIOMERGER Latham & Watkins’ Germany offices came in handy when the firm recently represented biotechnology company CancerVax Corp. in its $127 million merger with Micromet AG, a European biopharmaceutical company. Latham’s Southern California lawyers worked with their Hamburg office on everything from translating basic corporate documents and real estate leases to understanding German employment law. “It was very helpful,” said partner Scott Wolfe, who is based in San Diego. The German offices helped with “a number of issues that were very important. Our people there are experienced in M&A, and it was terrific to have them involved.” Latham’s third German office in Munich, which opened in December, would have been even more convenient since Micromet is based there, but that office didn’t open quite soon enough. The merger is expected to create a transAtlantic, Nasdaq-listed company with a drug development plan focused on oncology, autoimmune and inflammatory diseases. The companies expect their stockholder votes to occur in the second quarter of 2006. After the transaction closes, the merged company’s shares are expected to trade on the Nasdaq as Micromet Inc. The merged company’s U.S. headquarters will be in Carlsbad, while the German headquarters will remain in Munich. Along with Wolfe, the Latham corporate team advising CancerVax included San Diego associates Marc Nemer, Bryan Hough and Thomas Smith. The tax matters were handled by Los Angeles partner Laurence Stein and associate Heather Field, along with Hamburg partner Henning Schneider and associates Christian Meyn, Christopher Quandt and Nikolaus Manthey. Cooley Godward served as legal adviser to Micromet. Partners involved on that end included Matthias Alder, Christian Plaza, David Walsh, Mark Hrenya, Elizabeth Lewis, Darren DeStefano, and associates Kenneth Krisko, Alex Driggs, Brian Leaf, Scott Johnson, Christina Novak, Angela Lee and Denise Zack. &# 151 Kellie Schmitt

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