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Biotech company Ikaria Inc.’s $670 million acquisition of INO Therapeutics has the lawyers involved thinking they may have closed the biggest private biotech deal yet. “It’s the largest private biotech financing that I’m aware of,” said Sam Zucker, a Silicon Valley corporate partner at O’Melveny & Myers, which advised a group of venture capital firms in last month’s transaction. It may also be one of the most complex � four law firms were required to wrap up the negotiations among the companies and investors in the deal. O’Melveny represented ARCH Venture Partners, Venrock Associates and 5AM Ventures, while New York firm Fried Frank Harris Shriver & Jacobson represented private equity firm New Mountain Capital. Heller Ehrman represented Seattle-based Ikaria, whose early research “suggests that hibernation may be a latent ability in all mammals and may provide an opportunity to improving medical outcomes through induced hibernation and suspended animation of cells, tissues, organs and whole organisms,” according to the company’s Web site. And finally, U.K.-based Freshfields Bruckhaus Deringer represented New Jersey-based INO Therapeutics, a pharmaceutical company specializing in gaseous drugs, and its parent, The Linde Group, a global industrial gas and engineering company. In the deal, Ikaria agreed to acquire INO Therapeutics from The Linde Group with financing from the venture capital and private equity firms, ultimately forming what is now called Ikaria Holdings. It’s expected to close by April. “There were a lot more moving pieces than you would typically see in a private biotech deal,” said Zucker, who headed up the O’Melveny deal team. In a typical biotech deal, there are two parties: the investor and company, said Zucker, and the investor makes a limited investment based largely on getting the company from one stage of its development to the next. “It tends to be very milestone-driven,” he said. “However, here they were able to access a larger financing because there was a lot more going on with the acquisition of another company.” Zucker, who often represents venture capital firms, said the deal was an exclamation point on a boom year for biotech investment. “2006 was the second most active year we’ve ever seen in biotech,” he said. “There were a very large number of financings and M&A deals.” The O’Melveny team also included corporate of counsel Brian Covotta and IP partner Margaret Ikeya in Silicon Valley and corporate partner Steve Camahort in San Francisco. The Heller Ehrman team included compensation and benefits partner Renee Deming and tax partner Mark Windfeld-Hansen in Silicon Valley. Other Heller attorneys advised from Seattle.

Zusha Elinson

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