Kaye Scholer

Mr. Liivak has wide-ranging experience bringing together partners and investors in the life sciences industry to build productive discovery, development, manufacturing and commercialization relationships through critical collaborations and strategic alliances, including joint ventures and innovative, leading-edge commercial structures. Mr. Liivak has led numerous M&A deals and played key roles in spin-out and reorganization transactions involving the purchase, sale and transfer of complex life sciences assets, technologies and products, including out of bankruptcy. Mr. Liivak has been trusted by clients to help them grapple with strategic litigation problems and to put in place significant business arrangements settling deal-related commercial litigation and complex, bet-the-company intellectual property disputes.

Mr. Liivak’s prior representations have focused on life sciences healthcare deals of strategic importance and value world-wide, as well as numerous operational and supporting transactions, involving vaccines, biologics, imaging technologies, pharmaceutical compounds, medical devices, biomarkers, immunotherapies, delivery technology platforms, healthcare consumer products, wound care, orthopaedics, patient healthcare services and R&D and clinical services. To each matter Mr. Liivak brings to bear an in-depth understanding of and sensitivity to the many varied business, technical, intellectual property and regulatory risks and challenges central to successful deal making and business operations in the life sciences healthcare industry.

Mr. Liivak is Recommended by PLC Which Lawyer as being among the leading lawyers throughout the U.S. for Life Sciences: Commercial and Partnering, and in 2007, was named to the “40 Under 40” by the New Jersey Law Journal.

Representative Matters

Collaborations and Strategic Alliances

• Represented a major pharmaceutical company in its multi-billion dollar multiproduct technology platform development collaboration and commercialization option arrangements with a biotechnology company.
  
  
• Represented a major European pharmaceutical company in a $500M+ development collaboration and commercialization option arrangement with a U.S. biotechnology company.
  
  
• Represented a major India-based device and drug manufacturer in a series of development, license, manufacture and commercialization transactions with major healthcare device companies.
  
  
• Represented a leading private equity backed biotechnology company in several major deals with pharmaceutical partner companies.
  
  
• Represented a leading biotechnology company in the structuring of its novel complex commercial arrangements implicating difficult regulatory challenges.
  
  
• Represented a leading wound care company in its development, manufacturing and commercialization collaboration and license arrangements with a device manufacturer.
  
  
• Represented a major pharmaceutical company in a separate $250M+, $700M and $200M+ multiproduct development collaboration and commercialization option arrangements with biotechnology company partners.
  
  
• Represented a major branded India pharmaceutical company in several of its multiproduct complex strategic alliances on branded drug development with different major U.S. pharmaceutical companies.
  
  
• Represented a specialty pharmaceutical company in its multiproduct development and commercialization collaboration with a technology platform biotechnology company.
  
  
• Represented a major China-based pharmaceutical company in its renegotiation of a collaboration with a U.S. biotechnology company.
  
  
• Represented a biopharma medical device company in its strategic alliance for the development, manufacturing, supply and marketing collaboration with another biopharma medical device company.
  
  
• Represented a major pharmaceutical company in its multi-hundred million dollar “Rx-to-OTC switch” in-license transaction for a major drug going over-the-counter.
  
  
• Represented a major India-based pharmaceutical company in its collaboration with a European biotechnology company.
  
  
• Represented a European specialty pharmaceutical company in its collaboration with a major India-based pharmaceutical company.

Contentious Transactions

• Represented a major biotech company in a series of challenging transactions to settle bet-the-company intellectual property litigations, clearing the way for the $6B+ M&A sale of the biotech company.
  
  
• Represented a major pharmaceutical company in its worldwide cross-license and settlement of interface actions with another major pharmaceutical company regarding their respective blockbuster products.
  
  
• Represented a major pharmaceutical company in several deal-related risk assessment analyses and successfully concluded resulting negotiations for the termination or renegotiation of complex contract arrangements, including in co-promotion arrangements, development collaborations and in-license deals.
  
  
• Represented a major pharmaceutical company in a challenging three-party contentious contract dispute matter, ensuing major litigation and three-way litigation settlement involving complex licensing and transfer of assets.

Life Sciences Mergers & Acquisitions

• Represented a leading private equity backed specialty pharma company in its winning 363 stalking horse bid for the acquisition of two marketed pharmaceutical products out of the bankruptcy sale of another pharmaceutical company.
  
  
• Represented a specialty pharmaceutical company in its $400M+ acquisition of a therapeutic pharmaceutical product business and related assets.
  
  
• Represented a major pharmaceutical company in its strategic acquisition of a dermatology company.
  
  
• Represented a European vaccine company in its acquisition of vaccine assets.
  
  
• Represented a major biotechnology company in its $6B+ sale and merger with regard to life sciences and healthcare regulatory related matters.
  
  
• Represented a major pharmaceutical company in a $14B+ merger acquisition with regard to product liability, indemnification and insurance matters.
  
  
• Represented a major pharmaceutical company in its strategic divestitures of major consumer products.
  
  
• Represented a specialty pharmaceutical company in its $25M+ acquisition of Canadian rights to a biopharma medical device and related assets.
  
  
• Represented potential acquirers in numerous life sciences healthcare due diligence projects.

Operational, Marketing, Promotion and Sales Arrangements

• Represented a major pharmaceutical company in its complex marketing and promotion arrangements with a specialty pharmaceutical company.
  
  
• Represented a major pharmaceutical company with several complex manufacturing arrangements.
  
  
• Represented a specialty pharmaceutical company in its contract sales force arrangements with a biotechnology company.
  
  
• Represented a specialty pharmaceutical company in its promotional arrangements with its independently contracted sales force personnel.
  
  
• Represented pharmaceutical companies, medical device companies and biotechnology companies in hundreds of operational transactions supporting discovery, development, commercialization, distribution and marketing of life sciences products and technologies.