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Strategic IP and Technology Transactions
Ropes & Gray represents a broad range of industry leaders in intellectual property and technology-centric transactions that have a transformative impact on their businesses. We help our private equity, financial institutions, technology, life science, media, publishing, and health care clients in transactions designed to generate financing, monetize IP assets, structure and restructure their IP portfolios, penetrate markets, and ensure the success of their technology procurement and sourcing arrangements.
Our lawyers have achieved national and international recognition from clients, peer law firms, professional organizations, and the leading professional ranking organizations for the quality and creativity of their work. Drawing upon the extensive patent, trademark, corporate, litigation and regulatory resources of the firm, we provide our clients with comprehensive services in all areas germane to strategic IP transactions. We combine legal experience with a keen understanding of the business exigencies of our clients, as well as knowledge of prevalent industry norms and evolving best practices. We are experienced in cross-border transactions, especially involving the European Union, Japan, India, China, Korea, Latin America and Israel. We are particularly experienced in domestic and global:
- Technology and IP asset acquisitions, divestitures and spin-outs;
- Joint ventures, alliances, teaming and collaborations;
- Structuring and restructuring of technology businesses and services;
- Outsourcing and insourcing of applications development, supply side/manufacturing, and business processes functions; and
- Complex licensing and distribution.
Clients and Recent Representative Engagements
Private Equity
Long known for having one of the world’s elite private equity practices, we assist our private equity clients and their portfolio companies in a range of complex strategic IP transactions. Recent headline deals include IP diligence, structuring and technology aspects of:
- Thomas H Lee Partners and Bain Capital’s acquisition of Clear Channel Communications for $18.7 billion;
- Bain Capital’s acquisition of 3Com for $2.2 billion, involving H3C Technologies, Tipping Point and Huawei Technology;
- Bain Capital and Blackstone Group’s multi-billion dollar purchase, along with NBC Universal, of The Weather Channel; and
- Silver Lake Partners and TPG Capital’s acquisitions and technology structuring of Avaya, Inc. in a $8.2 billion transaction taking Avaya private, including the ownership and licensing of thousands of patents.
Technology Companies and Users
We represent numerous software, hardware, telecommunications, wireless, microchip, IT services, electronics, media, publishing, and other technology companies and users. Recent transactions include complex licensing and IP acquisitions, divestitures and spin-outs for
Gemstar-TV Guide International, Ampex Corporation, TravelClick, Microvision, X-Digital, Yellow Pages Group Co., and ClinPhone.
Financial Services
As one of the premier financial services law firms in the country, we engage in data, technology, services and software procurement, in- and out-licensing, IT services and outsourcing transactions for banks, investment advisors, mutual funds, hedge funds and other financial service providers, including Value Line, American Express, and State Street. Recent headline deals include:
- State Street Corporation’s sale of its joint venture, CitiStreet LLC, with CitiGroup to ING for $900 million, servicing 16,000 benefit and contribution retirement plans with 12 million participants in the U.S. and abroad, accompanied by mission-critical licensing and reciprocal outsourcings;
- American Express’ strategic investment and complex alliance, collaboration and sourcing arrangements with Concur; and
- Representation of investors acquiring technology, branding and other assets pertinent to financial services and investment management businesses from Lehman Brothers after bankruptcy filing.
Life Sciences
As one of the nation’s leading life science firms, we have participated in some of the most innovative transactions in the industry. Recent headline deals include:
- Genzyme’s $345 million acquisition of Bioenvision for the cancer therapeutic clofarabine, its $584 million acquisition of AnorMED, and its $300 million in-license and collaboration agreement with Isis Pharmaceuticals for mipomersen;
- AstraZeneca’s acquisition of the pediatric asthma development programs of Verus Pharmaceuticals for $30 million with $280 million in earnouts and representation of its Swedish subsidiary, Astra Tech, in its acquisition of Atlantis Components;
- Biogen Idec’s agreement with Cardiokine to develop and commercialize lixivaptan for $50 million and $170 million in milestone payments, and its $380 million transaction with Neurimmune Therapeutics for the worldwide commercialization of Alzheimer’s antibodies;
- Johnson & Johnson’s spin-out of Belgium-based Movetis NV and representation of its operating company, Alza, in the spin-out of Macroflux® Corporation;
- Lumera Corporation’s spin-out of its bioscience unit;
- MDS, Inc.’s $585 million acquisition of Molecular Devices;
- pSivida’s license and collaboration with Alimera Sciences relating to Medidur™ FA and sale of the assets of pSiNutria subsidiary to UK-based Intrinsiq Materials;
- Wyeth Pharmaceuticals’ partnering with Pharmacopeia and Catalyst in the US, Biotica and Isogenica in the UK, Nautilus in France, and Elbion in Belgium, its acquisition of cardiovascular assets from Proctor & Gamble and divestiture of PRIMATENE MIST; and
- Sonion Roskilde A/S of Denmark’s global asset purchase, cross-development, and supply arrangement with Bard Peripheral Vascula.
Retailing and Consumer Branded Products
We have a long tradition of representing high value branded product companies in a broad range of critical transactions. Recent significant deals include representation of:
- Oscar de la Renta, Ltd., in expansion into new product lines, as well as international joint ventures and license arrangements supporting global expansion of branded premium retailing;
- Green Mountain Coffee Roasters in their strategic supply alliances with one of the world’s largest QSR franchisors, and strategic brand expansions through licensing partnerships and the acquisition of regional roasters and retailers;
- Simmons Mattress Company in the acquisition of new product technology through license, asset acquisition, and company acquisition;
- Dunkin Brands in the reorganization of intellectual property rights to support multibillion dollar securitization of licensing income, and representation of the company in the securitization offering;
- The Gillette Company in its acquisition of naming rights to Gillette Stadium, home stadium for the New England Patriots of the National Football League.
Health Care and Colleges & Universities
We represent numerous health care institutions, colleges and universities in connection with technology transfer as well as IT procurement and management. Representative clients include Harvard University, Stanford University and Stanford University Medical Center, Yale University, Duke University, Wellesley College, the Whitehead Institute for Biomedical Research at MIT, Columbia University, Dana Farber Cancer Institute, Children’s Hospital (Boston), Lahey Clinic Hospital, the Joslin Diabetes Center, New York University, Beth Israel Deaconess Medical Center, Massachusetts Eye and Ear Infirmary, and the Mt. Sinai School of Medicine.
For more information, please contact:
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