Richard G. Gervase, Jr.

Royalty and Revenue Interest Financing Transactions

• Represented a private equity-backed biopharmaceutical company in the monetization of its entitlement to receive certain contingent earn out payments in connection with the sale of four commercial pharmaceutical products to a publicly traded biopharmaceutical company.
• Represented two leading private equity investors in the bankruptcy of one of their portfolio companies, and the acquisition of certain pharmaceutical royalty and product assets out of bankruptcy.
• Represented TheracosBio in a royalty financing agreement with HealthCare Royalty with respect to certain future royalties and milestone payments from the commercialization of a veterinary product developed by TheracosBio and commercialized by Elanco Animal Health.
• Represented Sagard Healthcare Partners in its $400 million acquisition of a portion of uniQure N.V.’s royalty interest in HEMGENIX (etranacogene dezaparvovec-drbl).
• Represented a leading private equity investor in connection with the bankruptcy of one of its portfolio investments, including as a potential bidder in a 363 acquisition of certain pharmaceutical product assets via credit bid.
• Represented Sagard Healthcare Partners in a $32.5 million revenue interest financing agreement with Marinus Pharmaceuticals related to ZTALMY® (ganaxolone), a novel therapy for the treatment of seizure disorders.
• Represented Sagard Healthcare Partners in a $131.8 million sale of rights to a 5% portion of royalty interests in TIBSOVO® from Agios Pharmaceuticals, Inc. 
• Represented Sagard Healthcare Partners and Oaktree Capital Management in acquiring royalty and milestone interests in Klisyri® (tirbanibulin) from Athenex, Inc. for $85 million.  
• Represented an inventor of Xenpozyme (olipudase alpha-rpcp) in the sale of his Xenpozyme royalty entitlement under a collaboration agreement with Sanofi Genzyme. 
• Represented Cystic Fibrosis Foundation in the sale of its residual royalty interest in Vertex Pharmaceutical’s cystic fibrosis (CF) treatments to Royalty Pharma plc. The proceeds of the sale ($575 million upfront with potential milestone payments of $75 million) will further support the CF Foundation’s work to fund research and drug development and advance high-quality specialized CF care.
• Represented Sixth Street Partners in a $500 million synthetic royalty financing for Biohaven Pharmaceuticals. The proceeds of the loan facility were used for the development, promotion and commercial launch of Nurtec ODT (rimegepant), a drug used for the treatment of acute migraine.
• Represented Albireo Pharma, Inc. in the sale of its priority review voucher for $105 million.  Albireo received the voucher with the approval of Bylvay for the treatment of pruritus in all types of progressive familial intrahepatic cholestasis (PFIC).
• Represented Massachusetts General Hospital and Partners HealthCare in the sale of a portion of their royalty interest in Entyvio (vedolizumab) to Royalty Pharma for $94MM.  Entyvio is a monoclonal antibody that is used in the treatment of ulcerative colitis and Crohn’s disease.  Entyvio is based on a cell line that was developed in the laboratory of Dr. Robert Colvin at MGH.  Entyvio generated approximately $2.5 billion in worldwide sales in FY 2019.
• Represented TPG Sixth Street Partners in a $300 million synthetic royalty senior secured debt financing by Therapeutics MD, an innovative pharmaceutical company committed to advancing the health of women and championing awareness of their healthcare issues. The financing was based on sales of IMVEXXY, BIJUVA and ANNOVERA.
• Represented TPG Sixth Street Partners in a $175 million synthetic royalty clinical trial financing for Clovis Oncology. The proceeds were used to fund the ATHENA first-line maintenance clinical trial for Rubraca’s use in treating ovarian cancer.
• Represented ImmunoGen, Inc. in a royalty financing transaction raising $65 million involving the sale of ImmunoGen’s residual worldwide royalties based on sales of KADCYLA® to an investment fund managed by the Ontario Municipal Employees Retirement System (OMERS). 
• Represented TPG Sixth Street Partners in a $225 million investment in senior secured debt, convertible notes and warrants for Caris Life Sciences, a molecular profiling company focused on precision medicine.
• Represented an inventor in the sale by Boston Children’s Hospital of both the Hospital’s and the inventor’s share of their respective royalty interests in Vonvendi to an affiliate of Barings Alternative Investments for over $60 million.  
• Represented Albireo Pharma, Inc. and its Swedish subsidiary Elobix AB in the sale to HealthCare Royalty Partners for $45 million (up to $60 million if a certain sales milestone is met) of Elobix’s right to receive royalties and certain milestones for sales of elobixibat in Japan, up to a certain threshold. 
• Represented CLS Pharmaceuticals in the sale of its rights to future royalties with respect to SHP-640, a combination broad spectrum antiseptic and corticosteroid Phase III asset being developed by Shire for the treatment of infectious conjunctivitis to a prominent venture fund for an undisclosed amount. 
• Represented TPG Sixth Street Partners in a $150 million synthetic royalty debt financing by Ironwood Pharmaceuticals relating to sales of Linzess (linaclotide).
• Represented TPG Special Situations Partners in a $250 million senior secured debt financing by Nektar Therapeutics backed by various royalty streams held by Nektar. 
• Represented ARIAD, Inc. in a synthetic royalty financing transaction raising $200 million in non-dilutive financing backed by a portion of ARIAD’s revenue interest on sales of Iclusig® to an investment fund managed by PDL BioPharma, Inc. 
• Represented ImmunoGen, Inc. in a royalty financing transaction raising $200 million in non-dilutive financing involving the sale of a portion of ImmunoGen’s royalties based on sales of KADCYLA® to TPG Special Situation Partners. 
• Represented Intarcia Therapeutics in a novel $225 million synthetic royalty financing with equity conversion option at a $5.5 billion valuation based on future global net sales of its diabetes pump product candidate ITCA 650.  
• Represented Vertex Pharmaceuticals in its $155 million debt financing secured by future milestones associated with the filing, approval, and launch of its hepatitis C (HCV) protease inhibitor drug candidate telaprevir in Europe to an affiliate of Olmsted Park.  
• Represented Vertex Pharmaceuticals in the sale of its rights to an aggregate of $95 million in potential future milestones tied only to the launch of telaprevir in the European Union to an affiliate of Olmsted Park.
• Represented Drug Royalty Corporation in the purchase of 25% of Enzon Pharmaceuticals, Inc.’s worldwide royalty interest in PEG-INTRON (peginterferon alpha-2b) for $92 million (plus an additional $15 million if certain royalty recognition levels be met).
• Represented Drug Royalty Corporation in the acquisition of a portion of ISIS Pharmaceuticals, Inc.’s rights to receive royalties generated by Macugen (pegaptanib sodium injection) for $24 million. 
• Represented Drug Royalty Corporation in multiple transactions involving the acquisition of royalties generated by blockbuster drug Remicade.

License and Collaboration Agreements

• Represented BioNTech SE in its $1.6 billion global strategic partnership with Duality Biologics (Suzhou) Co. Ltd. to accelerate development of differentiated antibody-drug conjugate therapeutics for solid tumors.
• Represented Grünenthal GmbH in the license of exclusive commercial rights for the dermal pain patch Qutenza (8% capsaicin) in the US, Latin America, Asia and Australia from Acorda Therapeutics, Inc. 
• Represented ARIAD Pharmaceuticals, Inc. in a license and collaboration agreement with Incyte Corporation whereby ARIAD granted to Incyte an exclusive license to develop and commercialize ARIAD’s kinase inhibitor Iclusig (ponatinib) in Europe.
• Represented LAM Therapeutics, Inc. in an exclusive license and collaboration agreement with an undisclosed party for the worldwide development of certain Hsp90 inhibitors.
• Represented Grünenthal GmbH in the acquisition of exclusive commercial rights for the dermal pain patch Qutenza (8% capsaicin) in Europe, the Middle East, and Africa from Astellas Pharma Europe Ltd.
• Represented a venture-backed drug development company in an exclusive license and collaboration agreement with Synta Pharmaceuticals Corp. for the worldwide development and commercialization of certain IL-12 and IL-23 inhibitors.
• Represented a venture-backed drug development company in a Master Clinical Supply and Development Agreement with F. Hoffmann-La Roche Ltd. for the joint development of a LAM proprietary compound.
• Represented Altus Pharmaceuticals Inc. in a development, commercialization and marketing agreement with Dr. Falk Pharma GmbH for the development of ALTU-135 (TheraCLEC) in Europe, the Soviet Union, Israel and Egypt.
• Represented Altus Pharmaceuticals Inc. in an exclusive license and collaboration agreement with Cyctic Fibrosis Foundation Therapeutics, Inc. for the development of ALTU-135 (TheraCLEC) and certain other derivatives in North America.
• Represented OSI Pharmaceuticals, Inc. in a global Co-Development and Commercialization Agreement with Genentech Inc. and Roche for the development and commercialization of OSI’s lead cancer drug OSI-774 (Tarceva).  Under the agreement, Genentech and OSI employed an equal cost and profit sharing arrangement for commercialization in the United States, while Roche pays royalties on net sales to OSI in markets outside of the United States. The overall costs of the tripartite development program are split equally among the three parties.

M&A Transactions

• Represented ARIAD Pharmaceuticals, Inc. in the sale of its European operations to Incyte Corporation and a corresponding license agreement for Incyte to exclusively license Iclusig® in Europe and other select countries.
• Represented Dainippon Sumitomo Pharma Co. Ltd. in its acquisition of Sepracor Inc. for $2.55 billion.
• Represented Humedica Inc. in its acquisition by UnitedHealth Group Inc.
• Represented Qiagen NV in its acquisition of Digene Corp. for $1.6 billion.
• Represented Vertex Pharmaceuticals Incorporated in its acquisition of ViroChem Pharma, Inc. for $400 million.
• Represented Myriad Genetics, Inc. in its acquisition of Rules-Based Medicine, Inc. for $80 million. 
• Represented CuraGen Corporation in the sale of its next-generation sequencing subsidiary 454 Life Sciences Corporation to Roche for $155 million.
• Represented AT&T Corp. as special patent counsel in connection with its trivestiture/spin-off of NCR Corporation and Lucent Technologies.

Litigation

• Represented a public, not-for-profit foundation in a dispute involving the failure by a grant recipient to pay royalties and other amounts due under a research grant agreement.
• Represented UnitedHealth Group and its subsidiary Optum Inc. as lead counsel in a patent infringement suit brought by Siemens Medical Systems alleging infringement of four Siemens patents directed to the use of artificial intelligence for data mining electronic medical records, disease modeling, and use of ontologies and natural language processing for data extraction.
• Represented a leading royalty investor in a breach of contract dispute with a royalty seller.
• Represented a leading medical center in a breach of contract dispute with a global pharmaceutical company over milestones and royalties due and owing under a research collaboration agreement. 
• Represented a global sports equipment manufacturer in a patent, copyright, trademark and trade dress dispute with a copycat competitor involving treadmills and stationary bicycles.
• The Brita Products Company v. Seventh Generation, Inc. (N.D. Cal.) – Represented Seventh Generation in a declaratory judgment action brought by plaintiff Brita seeking to invalidate two Seventh Generation patents directed to refillable water bottles containing water filtration devices.
• Krauser v. BioHorizons, Inc. (S.D. Fla.) – Defended BioHorizons in a dispute over ownership and inventorship of technology and patents directed to dental implants. Disposed of on summary judgment and BioHorizons was awarded its attorney’s fees.
• Round Rock Research LLC v. HTC Corp. (D. Del.) – Defended HTC in a patent infringement suit alleging infringement of five patents directed to 3G and 4G wireless chipsets and smartphone technologies.
• Rates Technology Inc. v. Nortel Networks Corp. (E.D.N.Y.) – Defended Nortel in a patent infringement lawsuit involving three patents directed to computer telephony switching infrastructure. Disposed of on a motion to dismiss affirmed by the Federal Circuit.
• Cardiofocus, Inc. v. Lumenis, Inc. (D. Mass.) – Defended Lumenis in a patent infringement case involving three patents directed to medical lasers.
• Altus Biologics Inc. v. Altus Medical, Inc. (S.D.N.Y.) – Represented Altus Biologics in a trademark infringement suit involving the company’s registered trademark Altus.
• DePuy Spine Inc. et al. v. Alphatec Spine, Inc. (D. Mass.) – Defended Alphatec in a patent infringement lawsuit involving a DePuy patent directed to polyaxial pedicle screws.
• Louis Vuitton Malletier v. Dooney & Bourke, Inc. (S.D.N.Y) – Represented Louis Vuitton in a trademark infringement lawsuit involving Vuitton’s colorful and hot-selling Murakami handbags.
• Richter Gedeon Vegyeszeti Gyar RT v. Gyma Laboratories, Andrx Corp., et al. (E.D.N.Y.) – Represented Richter Gedeon in a patent infringement lawsuit involving infringement of five Richter Gedeon patents directed to crystallised polymorph versions of famotidine.
• Motorola, Inc. v. Rockwell International Corporation (D. Del.) – Represented plaintiff Motorola in patent infringement suit involving 11 patents relating to trellis coded modulation and other telecommunication technologies used in computer modem chipsets. Case involved complex antitrust and misuse defenses stemming from the standard-setting process.
• Duplitronics Inc. v. Time Warner Inc. (N.D. Ill.) – Defended Time Warner in a patent lawsuit alleging infringement of three Duplitronics patents directed to compact discs and memory storage technologies.
• Altera v. Xilinx/Xilinx v. Altera (N.D. Cal.) – Represented Altera in two patent infringement lawsuits (one as a plaintiff and the other as a defendant) involving the parties’ respective patents directed to computer chip architecture and programmable logic devices.
• Lucent Technologies Inc. v. Periphonics Corp. (D. Del.) – Represented plaintiff Lucent in patent infringement suit involving six patents relating to computer telephony, voice recognition, interactive voice response, and voice messaging system technologies.
• Lucent Technologies Inc. v. Microchip Technology Inc. (D. Del.) – Represented plaintiff Lucent in patent infringement suit involving five patents relating to photolithography and other technologies used in the fabrication and architecture of high-performance computer chips.
• Motorola, Inc. v. PC Tel, Inc. (D. Del.) – Represented plaintiff Motorola in patent infringement suit involving 10 patents relating to various modem technologies.
• NCR Corporation v. Netscape Communications Inc. (D. Del.) – Represented plaintiff NCR in patent infringement suit involving 10 NCR patents directed to various Internet-related technologies including certain client-server architecture, database management, and encryption technologies.
• Cochlear Corp. v. Advanced Bionics (N.D. Cal.) – Defended Advanced Bionics (a subsidiary of Boston Scientific) in a patent infringement lawsuit involving two patents directed to cochlear implant technology.
• Gillette Canada v. Thornton Int’l. (D. Conn.) – Represented plaintiff Gillette in a patent infringement lawsuit alleging infringement of two Gillette patents directed to dental floss.

Artificial Intelligence

• Represented a global pharmaceutical company in a patent landscape analysis focused on the use of artificial intelligence and real world data in drug discovery. 
• Represented a venture-backed life sciences company as bidders in a Section 363 asset sale out of bankruptcy of a portfolio of early patents directed to the use of AI for drug discovery and development and performed validity studies and infringement analyses as part of a freedom to operate review. 
• Represented numerous life sciences companies in the negotiation of licenses for the use of data and materials (including medical data, tissue cohorts and associated (anonymized) longitudinal clinical data) with commercial providers, leading medical centers, and academic institutions for use in training predictive AI models. 
• Represented a Fortune 10 global healthcare company as lead counsel in a patent infringement suit involving patents directed to the use of artificial intelligence for data mining electronic medical records, disease modeling, and use of ontologies and natural language processing for data extraction.
• Represented a life sciences diagnostic company in the creation of a substantial patent portfolio directed to systems and methods utilizing artificial intelligence, machine learning and machine vision to predict disease progression, which resulted in the development of a lab developed test for predicting the recurrence of cancer. 
• Advised various life sciences and software companies regarding the use of copyrighted content in the training of generative AI models and the use of open source software in commercial product offerings.