Life Sciences Transactions

The life sciences industry – encompassing pharmaceuticals, biotechnology, medical devices and related fields – is characterized by rapid innovation, significant regulatory oversight and high-stakes financial transactions. Attorneys on Holland & Knight's Life Sciences Transactions Team are well versed in corporate mergers and acquisitions (M&A), private equity investments, dispositions, joint ventures and commercial finance transactions involving U.S. and international companies from virtually every segment of the industry

Mergers and Acquisitions (M&A)

From comprehensive due diligence to post-transaction integration, life sciences clients rely on Holland & Knight throughout the deal process. Our Life Sciences Transactions Team analyzes and evaluates the target company's regulatory compliance status, its intellectual property portfolio and any potential liabilities to help ensure there are no hidden risks or obstacles. Holland & Knight attorneys strive to develop deal structures that align with the strategic goals of both parties while managing tax implications.

Regulatory approval is another critical area in life sciences transactions, particularly with the U.S. Food and Drug Administration (FDA) and other government agencies that can influence a transaction's timing and structure. Our attorneys facilitate interactions with regulatory bodies to help secure necessary approvals or clearances. Post-transaction, Holland & Knight lawyers assist with a wide range of integration issues, such as aligning corporate governance, harmonizing IP rights and addressing unforeseen liabilities.

Dispositions

When a life sciences company decides to sell or otherwise dispose of its assets, our attorneys begin by valuing and structuring the transaction. This includes drafting and negotiating the terms of the sale agreement and addressing the specifics of the assets or business unit being sold. Due diligence remains critical, and clients turn to Holland & Knight to help ensure the proper transfer of IP rights, compliance records and contractual obligations. Our experienced attorneys assist in managing the transition by addressing any post-sale liabilities and confirming that all regulatory requirements have been met, particularly if the disposition involves products or assets that may be subject to ongoing regulatory oversight.

Joint Ventures

Joint ventures, strategic alliances and innovative partnerships in the life sciences industry often involve complex collaborations between companies for research, product development or the commercialization of products. Our attorneys draft joint venture agreements that clearly define each party's contributions, rights, obligations and profit-sharing arrangements. IP issues are particularly significant in joint ventures, and our Life Sciences Transactions Team helps clients delineate ownership rights and manage the sharing of IP assets developed during the collaboration. Our lawyers provide skilled counsel on regulatory compliance issues and facilitate governance structures for the alliance, including dispute resolution mechanisms and exit strategies if the joint venture does not meet its objectives.

Commercial Finance

Holland & Knight attorneys often help life sciences clients secure critical financing for research, development, expansion and the acquisition of add-on or platform companies. Our lawyers have vast experience structuring debt financing transactions, such as senior, subordinated and mezzanine debt, asset-based loans, term loans, revolving loans and bridge loans, as well as debt securities, high-yield notes, capital market offerings, and bond and public finance transactions.

Representative Experience

A sampling of Holland & Knight's recent representative life sciences transactional matters includes:

• advised a healthcare-focused private equity firm in its strategic investment in a leading provider of infusion and specialty pharmacy services across the country
• represented a leading outsourced manufacturer of private label and branded in-home diagnostic, pain care management and personal care products in a private equity recapitalization
• represented a global provider of medical technologies in its acquisition of a surgical procedure company focused on the development and commercialization of medical devices
• represented a pharmaceuticals company in its acquisition of the operating and manufacturing assets of an FDA-registered manufacturing facility
• advised an India-based pharmaceuticals manufacturer in multiple cross-border commercial finance transactions
• represented a European specialty pharmaceutical company in its combination with a publicly traded U.S. pharmaceuticals company
• advised an international pharmaceutical company focused on cardiovascular disease in a bridge loan and a subsequent equity offering, as well as on related registration and reporting requirements
• advised a healthcare and life sciences company on the development and implementation of a data protection and privacy compliance program in preparation for the sale of the company in an auction process
• represented a biomedical laboratory instruments company in its acquisition of a multinational genomics testing business
• represented a publicly traded provider of biological research products and enabling technologies in its acquisition by an international biosciences company
• represented a pharmaceutical and diagnostic clinical laboratory company in its $1.4 billion acquisition of a leading medical laboratory company
• secured a $175 million credit facility for a publicly traded life sciences company focused on diagnostics and pharmaceuticals
• advised a generic drug manufacturer in its acquisition by a global pharmaceutical company