Marc Rubenstein is co-managing partner of the Boston office, co-chair of the firm’s Life Sciences and Healthcare Industry Group and co-chair of the firm’s Emerging Company and Venture Capital specialty group. Marc focuses on representing clients in the biotechnology, medical device and pharmaceutical industries in a wide variety of transactions, including license and collaboration agreements, public and private securities offerings and mergers and acquisitions. He has extensive experience representing life sciences clients in structuring and negotiating collaborative research, development and licensing arrangements. In these transactions, Marc has represented both licensors and licensees, and has negotiated early and late stage product agreements and platform and drug discovery deals. In addition, he has broad experience negotiating supply and manufacturing agreements, distribution and co- promotion agreements, university license agreements, sponsored research agreements and other commercial agreements that arise regularly in the life sciences industry.
Marc regularly represents publicly traded life sciences companies in securities matters, including IPOs, PIPEs, at-the-market offerings and other types of financings, as well as advising these companies in ongoing reporting matters. He also represents venture-backed life sciences companies in financings and ongoing matters, and has extensive experience advising public and private life sciences companies in mergers and acquisitions, including tender offers, mergers and asset acquisitions and sales.
Licensing and Collaboration Agreements
- Represented Vertex in a collaboration and license agreement with Entrada Therapeutics focused on discovering and developing intracellular Endosomal Escape Vehicle therapeutics for myotonic dystrophy type 1. Under the agreement, Vertex made a $224 million upfront payment to Entrada and a $26 million equity investment in Entrada and will become obligation to make additional milestone payments of up to $485 million and pay royalties on nets sales of products resulting from the collaboration.
- Represented Hutchmed Limited in an exclusive license agreement with Takeda Pharmaceutical pursuant to which Hutchmed licensed to Takeda ex-China rights to fruquintinib under which Takeda made a $400 million upfront payment to Hutchmed with additional payments of up to $730 million based on the achievement of certain milestones, plus royalties on net sales.
- Represented Mersana Therapeutics in its collaboration agreement with Janssen to advance novel antibody-drug conjugates under which Mersana received $40 million upfront and potentially more than $1 billion in total milestones, plus mid-single to low double-digit royalties.
- Represented Foghorn Therapeutics in its co-development and co-commercialization agreement with Loxo Oncology at Lilly on Foghorn’s selective BRM program, an additional named program and up to three additional discovery programs under which Foghorn received a $300 million upfront payment and an $80 million equity investment from Lilly and potentially up to $1.3 billion in development and commercialization milestones and tiered royalties from the mid-single digit to low-double digit range.
- Reprsented Ionis Pharmaceuticals in its global development and collaboration agreement with AstraZeneca for Ionis’s Phase III product candidate, eplontersen, under which the parties will jointly develop and commercialize eplontersen in the U.S. while AstraZeneca will develop and commercialization the product in the rest of the world. Under the deal, AstraZeneca paid Ionis $200 million upfront with additional potential payments of up to $485 million in development milestones, up to $2.9 billion in sales milestones plus royalties ranging from low double-digit to mid-twenties.
- Represented Vertex Pharmaceuticals in negotiating a collaboration with CRISPR Therapeutics to develop gene editing therapies for DMD and DMI under which Vertex paid $105 million upfront and received $30 million of CRISPR common stock and in Vertex’s $2.1 billion strategic research and collaboration agreement with CRISPR Therapeutics focused on the use of CRISPR’s gene editing technology to discover and develop potential new treatments aimed at the underlying genetic causes of human disease for a number of selected targets.
- Represented ImmunoGen in its collaboration and option agreement with Jazz Pharmaceuticals, granting Jazz exclusive, worldwide rights to opt into development and commercialization of two early-stage, hematology-related antibody-drug conjugate programs, as well as an additional program to be designated during the term of the agreement. Jazz paid $75 million upfront and committed to pay $100 million in development funding plus milestones and royalties.
- Represented Vertex Pharmaceuticals in its $230 million licensing agreement with Merck KGaA, in which Merck obtained the worldwide development and commercialization rights of four research and development programs from Vertex that represent novel approaches to the treatment of cancer.
- Represented a large American biopharmaceutical company in its strategic transaction with a biotechnology company to develop a new therapy for multiple myeloma through a licensing and option to acquire structure under which the biotechnology company received an upfront payment of $90 million and will continue developing its compound, TNB-383B, through Phase 1 and our client holds the exclusive right to acquire the biotechnology company and lead subsequent global development and commercialization of TNB-383B.
- Represented Epizyme in its global collaboration with Boehringer Ingelheim focused on the research, development and commercialization of novel small molecule inhibitors directed toward two previously unaddressed epigenetic targets as potential therapies for people with cancer with upfront payments, committed research funding and milestones in excess of $300 million.
- Represented Allergan in its agreement with Merck & Co under which Allergan acquired exclusive worldwide rights to Merck’s investigational small molecule oral calcitonin gene-related peptide (CGRP) receptor antagonists, which are being developed for the treatment and prevention of migraine. Under the agreement, Allergan will acquire these rights for an upfront payment of $250 million. Merck will additionally be entitled to receive potential development and commercial milestone payments and tiered double-digit royalties based on commercialization of the programs. Allergan will be fully responsible for the development, manufacturing and commercialization of the products.
- Represented Ironwood Pharmaceuticals in developing and implementing its worldwide licensing strategy for linaclotide, including licensing linaclotide to Forest Laboratories, Laboratorios Almirall, Astellas Pharma and AstraZeneca with aggregate upfront payments of $165 million.
- Represented Vertex Pharmaceuticals in its strategic research and collaboration agreement with Moderna Therapeutics focused on the use of Moderna’s mRNA therapeutics technology to discover and develop potential new treatments for cystic fibrosis. Vertex paid Moderna $40 million in upfront payments, consisting of a $20 million license fee and a $20m investment. Potential development and commercialization milestones are in excess of $300 million.
Capital Markets Transactions
- Represented Beam Therapeutics in its $207 million IPO and $135 million follow-on offering.
- Represented Foghorn Therapeutics in its $135 million IPO.
- Represented Sigilon Therapeutics in its $145 million IPO.
- Represented Cyteir Therapeutics in its $133 million IPO.
- Represented Rallybio Corporation in its $93 million IPO.
- Represented LogicBio Therapeutics in its $80 million IPO and preceding $45 million Series B financing.
- Represented Mersana Therapeutics in its $75 million IPO and $98 million follow-on offering.
- Represented Civitas Therapeutics in its dual track proposed IPO.
- Represented Acceleron Pharma in its IPO and concurrent private placement by Celgene with aggregate proceeds of $94 million and in multiple follow-on public offerings, including its 2019 $230 million follow-on offering.
- Represented Genocea in its $66 million IPO and in multiple follow-on offerings, including its 2019 $39 million PIPE and 2019 $37 million follow-on offering.
- Represented Aegerion Pharmaceuticals, Inc. in its $300 million convertible senior notes offering.
- Represented Synageva BioPharma in its reverse merger with Trimeris and its follow on offerings, with total proceeds of over $790 million.
- Represented Beam Therapeutics in its Series A financing that included Arch Ventures and F-Prime Capital and in connection with its licenses from Editas Medicine and The Broad Institute. Also represented Beam in its $135 million Series B financing.
- Represented Goldfinch Bio in its $57 million Series A financing.
- Represented Prevail Therapeutics in its Seed financing and Series A financing totaling $79 million.
- Represented Foghorn Therapeutics in its Series A and Series B financings totaling $111 million.
- Represented CAMP4 Therapeutics in its $30 million Series A financing.
Mergers & Acquisitions
- Represented Vertex Pharmaceuticals in its $245 million acquisition of Exonics Therapeutics to develop therapies in DMD and DMI.
- Represented Aegerion Pharmaceuticals in its $325 million acquisition of AstraZeneca’s Myalept, also known as metreleption, the only U.S. approved orphan product designed to treat complications of leptin deficiency in patients with generalized lipodystrophy.
- Represented Civitas Therapeutics in its acquisition by Acorda Therapeutics for $525 million in cash. Acorda obtained worldwide rights to CVT-301 and ARCUS™ pulmonary delivery technology and manufacturing facility as part of the transaction.
- Represented a leading global biotechnology company in a $300 million joint venture to develop and market biosimilars with a Korea-based company. Under the terms of the agreement, the company retains the option to increase its share of the joint venture from 15% to 50%.