Just a few months after closing the largest biotechnology-pharmaceutical licensing and collaboration transaction of the year 2005 for its client, AstraZeneca, a team of Ropes & Gray lawyers simultaneously closed two significant transactions for AstraZeneca in late April -- a co-promotion agreement and a product divestiture agreement with Abraxis Bioscience Inc., a California-based biotechnology company.

Steve Wilcox, David McIntosh and Andrea Brobeil represented AstraZeneca in the five and one-half year co-promotion and strategic marketing arrangement with Abraxis. Under the agreement, AstraZeneca paid Abraxis $200 million up front for the right to co-promote Abraxane, a new, FDA-approved chemotherapy drug for the treatment of breast cancer. If approved by the FDA, AstraZeneca will also have the right to co-promote Abraxane in other cancer indications currently under development, such as non-small cell lung cancer, ovarian cancer and prostate cancer. Abraxane is a novel drug which utilizes Abraxis's proprietary technology to combine paclitaxel (the current standard of care in breast cancer) with albumin (a naturally occurring liver enzyme), which eliminates many of the highly toxic solvents that are contained in other formulations of paclitaxel currently on the market. It is believed that by reducing the toxicity of paclitaxel, patients will be able to tolerate higher doses of the active ingredient, with fewer adverse side effects. As a result, Abraxane has the potential to become a blockbuster drug, and it is expected to strengthen significantly AstraZeneca’s product portfolio in the U.S. chemotherapy market.

Marc Rubenstein and Kristin Bittinger handled the product divestiture transaction, in which AstraZeneca transferred its branded U.S. anesthetic and analgesic product portfolio (including Diprivan, the leading branded anesthetic agent) to Abraxis for $350 million. Under the agreement, AstraZeneca will supply the products to Abraxis for an initial five-year term. The closing of the sale is subject to government approval under Hart-Scott-Rodino.

Our full service capabilities were utilized by our client on both transactions. Denise Loring provided advice on the effects of transferring to Abraxis the Diprivan litigation as part of the product divestiture transaction. Finally, Alan Bennett helped draft provisions relating to complex FDA issues.

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