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The deals team at Cooley Godward Kronish had a busy week. In the Bay Area, Cooley lawyers handled long-time client Gilead Sciences Inc.’s acquisition of Myogen Inc., valued at about $2.5 billion. And in Southern California’s Newport Beach, Cooley represented Acquicor Technology Inc., created earlier this year by former Apple Computer Inc. executives, in its $260 million purchase of Jazz Semiconductor. In contrast to Jazz, a private company taken public through its merger with Acquicor, Gilead’s latest strategic purchase didn’t take lawyers long to broker. The deal was Gilead’s biggest acquisition ever, but negotiations were done within a week. Myogen’s legal counsel came from Kirkland & Ellis. The agreement was announced Oct. 2. “This deal could not have come together so efficiently without [Gilead's] in-house lawyers,” lead Cooley partner Richard Climan said. “You rarely find a client with this much transactional depth on its in-house legal team.” The Palo Alto partner said he has been involved in Gilead’s M&A deals since 1999. He saw the company through its purchase of Corus Pharma, which closed earlier this year, and was involved in its 2003 acquisition of Triangle Pharmaceuticals, among others. Senior corporate counsel Brett Pletcher, who joined Gilead last October from Gunderson Dettmer Stough Villeneuve Franklin & Hachigian’s Menlo Park office, where he was partner, said Gilead has been building an internal legal team to handle more transactional work. “We would like to, over time, take on more and more work that outside counsel does, because of costs and efficiency,” he said. This summer Gilead hired Jason Okazaki, a former Skadden, Arps, Slate, Meagher & Flom M&A attorney, and Gilead General Counsel Gregg Alton is a former Cooley M&A lawyer who joined Gilead in 1999. Also involved in the deal were Gilead IP attorneys Brian Sander and Mark Bosse. Cooley’s team also included Palo Alto partners David Lipkin, Robert Jones, Lois Voelz, special counsel Francis Fryscak and associates Michelle Sonu Park, Tali Sealman Tene, Lila Hope, Sherwin Chen, Samantha Shiraishi and Wendy Davis. San Francisco partner Thomas Reicher also worked on the deal. Kirkland’s legal power came from New York partners Stephen Fraidin, Thomas Christopher and William Sorabella, and Chicago partner James Rowe. Gilead’s acquisition of Myogen may have been a whopper compared with Acquicor’s $260 million purchase of Jazz Semiconductor, but Jazz was the one mired in “excruciating detail,” according to one partner. “Ironically, we worked for months on the Jazz deal,” Lipkin, a Cooley partner involved in both deals, said. “Gilead took a week.” Private deals tend to be more complex, Lipkin said. While Gilead’s price was a straight $52.50 per share, the pricing provisions for Jazz took up 18 pages, he added. Acquicor, formed by former Apple Computer Inc. executives Gil Amelio, Ellen Hancock and Steve Wozniak this spring solely for the purpose of acquiring promising tech businesses, has $164 million stored in its trust fund tagged for Jazz. Another $65 million was promised by Wachovia Capital Finance, and current Jazz shareholders have committed up to $80 million in backup financing, Lipkin said. Representing Acquicor were San Francisco Cooley partners Gian-Michele a Marca, Kathleen Goodhart, William Morrow, Joseph Scherer, Palo Alto partners Jane Ross, Eric Reifschneider, Edward Van Gieson, Washington, D.C., partner Michael Marinelli, Voelz and Reicher, along with several associates and of counsel. Jazz was represented by Latham Watkins Washington, D.C., partner David Dantzic and Orange County partner Jonn Beeson.

Petra Pasternak

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