Ropes & Gray’s China practice assists our clients in structuring, negotiating and consummating groundbreaking life sciences transactions, representing many leading pharmaceutical, biotechnology, medical device and consumer product companies as well as investment banks, venture capital and private equity firms that invest in the China life sciences industry. Our China-based attorneys work closely with each other and with colleagues across the firm to ensure that each client receives the specific combination of knowledge and experience it needs to achieve its legal and business goals.
We regularly advise on:
Mergers and Acquisitions – We advise on all aspects of inbound and outbound cross-border acquisitions or control transactions.
Private Equity and Venture Capital Investments – We advise both sector-focused and multi-strategy investors in a wide range of offshore and onshore investment transactions involving Chinese life sciences companies.
Complex Licensing and Collaborations – We structure licensing and collaboration arrangements involving multinational pharmaceutical companies and China-based biotech and biopharmaceutical companies.
IP Counseling and Disputes – We provide IP (including patent) counseling and dispute resolution services tailored to the life sciences industry in mainland China and apply them to own transactional services.
Regulatory Matters – We routinely advise clients on regulatory matters that arise in connection with investment and M&A transactions, as well as joint venture, licensing and complex commercial arrangements. We also provide regulatory counseling to some of the world’s largest life sciences companies on matters involving China’s regulatory agencies, including the China Food and Drug Administration (CFDA), the Ministry of Health (MOH) and the State Administration of Industry and Commerce (SAIC).
Foreign Corrupt Practices Act (FCPA) – We advise global pharmaceutical and medical device companies on anti-bribery and anticorruption matters in China, including handling special investigations and compliance trainings.
Securities and Public Company Matters – We serve as U.S. securities counsel for many China-based life sciences companies and have advised these companies on a number of initial public offerings, follow-on offerings and other strategic transactions.
Fund Formation – We routinely review limited partnership agreements and serve as fund counsel to life sciences-focused investment funds.
Our attorneys have advised on a number of defining matters in the China life sciences industry, including representation of:
- A leading U.S.-based, NYSE-listed global medical device company on its acquisition of a medical device manufacturing business headquartered in China.
- Zai Lab in its license and collaboration agreement with Novocure in relation to Tumor Treating Fields technology and products.
- Simcere Pharmaceuticals Group in a strategic collaboration with Netherlands-based Merus to obtain an exclusive license to develop and commercialize in China three bispecific antibodies using Merus’ Biclonics technology platform in immunooncology.
- Zai Lab Limited in its $173 million initial public offering. Ropes & Gray has represented Zai Lab since its inception, including advising the company on its Series A, B and C preferred equity financings in which Zai Lab raised an aggregate of $165 million.
- JHL Biotech in a strategic alliance with Sanofi to develop and commercialize biological therapeutics in China and potentially internationally. Under the agreement, Sanofi will invest $80 million in JHL and make an upfront payment of $21 million to acquire rights to certain JHL biologics. In addition, JHL will be entitled to receive milestones of up to $236 million and sales royalties.
- Global medical products company in an FCPA compliance investigation and design/implementation of FCPA compliance and training programs in Asia.
- StemCells, Inc., a California based developer of stem cell based therapeutic technologies, in the sale of its proprietary human neural stem cell technology platform to BOCO Silicon Valley, an affiliate of Bright Oceans Corporation, a China-based conglomerate.
- Eli Lilly in its digital healthcare collaboration with leading China internet company Tencent and online healthcare professional community DXY to develop and launch an integrated diabetes patient care program in China.
- A large Asia-based sovereign wealth fund in its $500 million equity joint venture with a leading hospital based in China and operated by a U.S.-based healthcare management company.
- Kleiner Perkins China in the $45 million preferred equity financing of JHL Biotech, a newly established biologics company based in Taiwan and China.
- Global pharmaceutical company in an Internal investigation of business operations in China.
- Two leading international private equity funds in a $100 million control investment in a China-based medical equipment manufacturer.
- TPG in its participation in the ShangPharma going-private transaction, one of the largest private equity backed going-private transactions to be completed in the China life sciences industry.