Strategic Commercial Agreements

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Experienced in a wide range of deal structures across industries and worldwide markets, Ropes & Gray lawyers efficiently advise clients in licensing and other complex commercial transactions that arise in day-to-day business and other activities.

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“Sources say: ‘They give really precise advice and at the right time.’” Chambers Asia
“We are very pleased with the quality of work and responsiveness of the IP group at Ropes. Their experience and attention to detail are major factors.” IP Client, Chambers USA
“Collaboration between the firm's corporate and intellectual property groups is one component of Ropes’s industry practice that one client finds ‘crucial to why we hired them.’” LMG Life Sciences

Overview

We help our clients navigate the myriad licenses and other complex commercial agreements they encounter. In each transaction, we carefully consider our client’s strategic and operational goals, identify and address client and industry-specific risks, and constantly bear in mind the transaction’s strategic importance for the client’s business, operations and assets. Our extensive experience with technology-focused commercial agreements across a broad spectrum of industries allows us to advise on details such as market terms and anticipated negotiating leverage.

Our practice involves advising clients on their most complex licensing endeavors, including data licensing within highly regulated industries, structuring transactions in fields dominated by standards-setting organizations, and commercial agreements within global supply chains. Our experience covers a vast array of commercial relationships, including: 

  • co-promotion
  • marketing and distribution agreements
  • outsourcing agreements
  • manufacturing and supply agreements
  • hosting and colocation agreements
  • joint ventures
  • collaborations
  • software, technology and other intellectual property licensing.

Experience

Ropes & Gray has one of the largest and leading licensing and commercial practices in the world. Our team has wide-ranging experience in transactions involving both early and late development stage products, approved products, platform technologies and services across a number of industries. Recent transactions include:

  • Advised Pfizer Inc. on its agreement with AstraZeneca to acquire the development an commercialization rights to AstraZeneca’s late-stage small molecule anti-infectives business, primarily outside of the United States. Represented Akebia Therapeutics in an exclusive licensing agreement with Janssen Pharmaceutical, NV, one of the Janssen Pharmaceutical Companies of Johnson & Johnson, under which Akebia in-licensed a portfolio of well-characterized HIF pathway compounds with potential applications across multiple therapeutic areas.
  • Represented Canada Pension Plan Investment Board in its purchase of a portion of Dana-Farber Cancer Institute’s royalties defined by certain licensing arrangements related to Dana Farber’s Programmed Death Ligand-1 (PD-L1) intellectual property.
  • Handled a complex patent licensing deal between Rovi Corporation (now TiVo Corporation) and Intellectual Ventures (“IV”), which resulted in two of the world’s leading media and entertainment patent portfolios being brought together under a unified, comprehensive licensing program for providers of over-the-top (OTT) digital media services.  We assisted Rovi in drafting and negotiating complex licensing provisions, from payment calculations to maintenance and enforcement of patent rights.
  • Advised Stanford University’s Office of Technology Licensing regarding intellectual property and licensing issues.