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ALL ABOUT THE TALENT Applied Biosystems’ $120 million acquisition of Agencourt Personal Genomics required legal valuation of complicated intellectual property issues since Agencourt is primarily a research and development enterprise, said Deyan Spiridonov, a partner at Paul, Hastings, Janofsky & Walker. “This company didn’t have any revenues � all of its value is in its intellectual property” and research and development, said Spiridonov, who led the Paul, Hastings team representing Foster City’s Applied Biosystems. “It’s important to make sure your client is getting what they’re paying for.” When buying companies that are solely research-and-development oriented, it’s important to retain all the scientists conducting that work, he said. The purchaser buys everything created in the past, as well as the human talent that can run the experiments and continue the research going forward, Spiridonov said. Unlike a typical acquisition � where lucrative benefits can ensure employee retention � scientists in this sector want to know that the new company is committed to their research: “It’s not as much about salaries, it’s explaining to scientists that your client is the best long-term alternative for this kind of research,” Spiridonov said. Agencourt’s genomic and functional genomic services enable biotechnology, pharmaceutical, government and academic research laboratories to develop drugs. The deal, which took about three weeks to finish, involved a competitive auction process and several interested parties. It closed on July 10. “Applied was very aggressive and they demonstrated to the selling company they were the right fit,” said John Altorelli, a Reed Smith partner who has represented Agencourt since its inception. Also working with Spiridonov on the Applied Biosystems side were Paul, Hastings associates Teri O’Brien and Iver Larson. On Reed Smith’s team, Altorelli worked with partners Antone Manha Jr. and Gregory Shatan, and associate Brendan Donahue.

Kellie Schmitt

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