David M. McIntosh

Strategic Life Sciences Transactions

• Advised Monte Rosa Therapeutics in a global exclusive licensing agreement with Novartis to develop and commercialize a molecular glue degrader drug for immune-related diseases.
• Advised Adaptimmune Therapeutics in a clinical collaboration agreement with Galapagos NV, valued at up to $665 million (with $100 million of that paid at signing and another $100 million payable at option exercise), under which Adaptimmune granted Galapagos an option to exclusively license Adaptimmune’s next-generation engineered T-cell receptor (TCR) T-cell therapy, called uza-cel, targeting certain head and neck cancer and potential future solid tumor indications using Galapagos’ decentralized cell manufacturing platform. The license was subject to Adaptimmune’s retention of the right to develop and commercialize uza-cel manufactured on its own platform for platinum-resistant ovarian cancer.
• Represented Novavax Inc. in a $1.2 billion co-exclusive licensing agreement with French pharmaceutical company Sanofi, under which the parties will commercialize Novavax’s COVID-19 vaccine and Sanofi received rights to develop combination COVID-19 vaccines, including a combined COVID-19 and influenza shot, and to use Novavax’s adjuvant technology in other vaccines.
• Represented Avidity Biosciences in a global licensing and research collaboration with Bristol Myers Squibb focused on the discovery, development and commercialization of Antibody-Oligonucleotide Conjugate therapeutics directed to multiple cardiovascular targets with potential cumulative payments up to $2.3 billion.
• Represented CANbridge Pharmaceuticals, a China-based biopharmaceutical company, in connection with its exclusive license agreement with UMass Medical School relating to the development and commercialization of a novel second-generation gene therapy for treatment of spinal muscular atrophy (SMA).
• Represented HotSpot Therapeutics in an exclusive, worldwide collaboration and option to license agreement with AbbVie for HotSpot’s new class of small molecules for the treatment of autoimmune diseases, under which HotSpot received an upfront payment of $40 million and the right to receive up to $295 million in milestone payments plus royalties. HotSpot also received an option to share in the research and development costs in exchange for an increase to the royalty payments.
• Represented Boston Medical Center in connection with the negotiation of an exclusive patent and know-how license agreement with Pfizer relating to a small molecule drug development program invented at BMC under a collaboration with Pfizer.
• Represented Adaptimmune Therapeutics in its $3+ billion strategic collaboration with Genentech to research, develop and commercialize cancer-target allogeneic T-cell therapies, under which the companies will combine their technologies and expertise to research and develop “off-the-shelf” cell therapies for up to five cancer targets and develop a novel allogeneic personalized cell therapy platform. 
• Advised CANbridge Pharmaceuticals, a China-based biopharmaceutical company, in connection with multiple transactions, including its exclusive license agreement with Mirum Pharmaceuticals relating to the development and commercialization of maralixibat in Greater China for the treatment of certain rare diseases, and the termination of CANbridge’s license agreement with Puma Biotechnology.
• Advised Shape Therapeutics in a strategic research collaboration and license agreement with Roche worth up to $3 billion to use Shape’s RNA-editing platform and adeno-associated virus technology to identify and develop treatments for Alzheimer’s disease, Parkinson’s disease and other neurodegenerative diseases. This is one of the biggest collaboration deals of 2021 according to BioWorld. 
• Advised Sana Biotechnology in connection with the negotiation of numerous in-license agreements, including with Harvard University, the University of California San Francisco, and Nanjing IASO Biotherapeutics.
• Advised Tmunity Therapeutics in connection with the divestiture of its cell therapy manufacturing facility to National Resilience and related strategic supply arrangements.
• Advised Obsidian Therapeutics in connection with a collaboration and licensing agreement with Vertex Pharmaceuticals focused on the discovery of novel therapies that regulate gene editing for the treatment of serious diseases, which involved up to $75 million in upfront payments and $1.3 billion in potential payments to Obsidian.
• Advised Forma Therapeutics in connection with the divestiture of its hit discovery research unit to Valo Health.
• Advised Belgian biopharmaceutical company iTeos Therapeutics in a $2 billion collaboration with global health care leader GSK to co-develop and co-commercialize an anti-TIGIT monoclonal antibody as a potential treatment for cancer patients.
• Represented CStone Pharmaceuticals in a global strategic partnership with biotech EQRx to out-license two late-stage immune checkpoint inhibitor therapies for development and commercialization outside of Greater China. CStone will receive an upfront payment of $150 million and up to $1.15 billion in milestone payments for both therapies as well as separate tiered royalties.
• Represented CStone Pharmaceuticals in a license agreement with South Korea-based LegoChem Biosciences for development and commercialization of a new antibody drug conjugate with applications for multiple solid and hematological cancers. 
• Represented ImmunoGen Inc. in an exclusive collaboration with Hangzhou Zhongmei Huadong Pharmaceutical Co. to develop and commercialize mirvetuximab soravtansine, a treatment for ovarian cancer, in Greater China.
• Represented uniQure N.V. in a $1.6 billion licensing agreement to provide biopharmaceutical company CSL Behring with exclusive global rights to uniQure’s investigational gene therapy for patients with hemophilia B.
• Represented Sarepta Therapeutics in a $1.15 billion collaboration and license agreement, which granted Roche exclusive rights to commercialize Sarepta’s investigational single treatment gene therapy for Duchenne muscular dystrophy (DMD) outside the United States as well as options to bring forward certain other Sarepta products for the treatment of DMD. 
• Represented Takeda Pharmaceutical Company Limited in renewing collaboration agreements with the Tri-Institutional Therapeutics Discovery Institute, made up of Memorial Sloan Kettering Cancer Center, The Rockefeller University, and Weill Cornell Medicine (TDI) and with Bridge Medicines, a biotech company launched by Takeda, TDI, and other investors. 
• Represented Accent Therapeutics in a collaboration, option and license agreement with AstraZeneca to develop and commercialize ADAR1, an RNA editor being developed for oncology indications.
• Represented Sarepta Therapeutics in a licensing agreement possibly worth over $40 million with Dyno Therapeutics, a biotech company using artificial intelligence to address gene therapy, to develop next-generation adeno-associated virus (AAV) vectors for muscular diseases.
• Advised Adaptimmune Therapeutics in a co-development and co-commercialization agreement with Astellas Pharma worth up to $897.5 million to identify and develop new stem-cell derived allogeneic T-cell therapies to cancer patients.
• Represented Sarepta Therapeutics Inc. in a collaboration and license agreement with StrideBio Inc., a North Carolina-based biotechnology company, to develop gene therapies for up to eight central nervous system (CNS) and neuromuscular targets.
• Represented BioCryst Pharmaceuticals, Inc. in the licensing of commercialization rights in Japan for BCX7353, a preventative treatment for hereditary angioedema (HAE) attacks, to Torii Pharmaceutical, Co., a Japanese pharmaceutical company.
• Represented biopharmaceutical company Sarepta Therapeutics in a strategic investment and licensing transaction with Lacerta Therapeutics, a gene therapy company, in which Sarepta entered into a license and option agreement for up to three new CNS-targeted gene therapy programs, including exclusive rights to Lacerta’s gene therapy candidate for Pompe Disease and options to two additional candidates, and made an equity investment of $30 million in Lacerta.
• Represented Sarepta Therapeutics in the negotiation of an exclusive license agreement with Lysogene, a gene therapy company targeting the treatment of orphan diseases of the central nervous system, to develop LYS-SAF302, a gene therapy directed towards the treatment of Mucopolysaccharidosis type IIIA (MPS IIIA), a rare and fatal neurodegenerative disorder for which there are currently no treatment options.
• Represented Takeda Pharmaceutical Company Limited in a partnership with Ambys Medicines, a company launched by Takeda and Third Rock Ventures, to discover and develop novel cell and gene therapies for liver disease. Takeda has committed $100 million and retains options to develop and commercialize products in certain geographies, including participation in the Series A financing.
• Represented Arbor Biotechnologies in a strategic research collaboration with Vertex Pharmaceuticals concentrated on the discovery of novel proteins including DNA endonucleases with the goal of furthering the development of new gene-editing therapies for cystic fibrosis and four other diseases to be determined at a later point.
• Advised a global pharmaceutical company in a research collaboration and option agreement to discover, develop and commercialize integrin compounds for the treatment of kidney disease. 
• Advised Blueprint Medicines Corporation in connection with an exclusive collaboration and license agreement with CStone Pharmaceuticals, a China-based clinical stage biopharmaceutical company, concerning the development and commercialization of three investigational cancer therapies in mainland China, Hong Kong, Macau and Taiwan. At the time of its completion, this transaction was the largest investigational cancer therapeutic licensing deal ever done in China.
• Advised The Independent Transactions Committee of the Board of Directors of Akcea Therapeutics in connection with the negotiation of an exclusive, worldwide licensing deal with affiliate Ionis Pharmaceuticals related to the commercialization of two of Ionis’ drugs for the treatment of hereditary transthyretin amyloidosis, a progressive and fatal disease resulting from abnormal protein deposits in the peripheral nervous system. This transaction is potentially worth up to $1.7 billion plus profit sharing payments.
• Advised Shire Plc in a collaboration with Rani Therapeutics to exclusively conduct research on the use of Rani’s Pill(TM) technology for the oral delivery of factor VIII (FVIII) therapy for patents with hemophilia A. As part of the collaboration agreement, Shire was allowed an exclusive licensing option to develop and commercialize the Pill(TM) technology following the completion of feasibility studies.
• Advised Takeda Pharmaceutical Company Limited in a $230 million research, development and commercial collaboration and multi-program option and license agreement with Wave Life Sciences Ltd. focused on central nervous system (CNS) disorders, including Huntington’s and Alzheimer’s diseases, amyotrophic lateral sclerosis (known as Lou Gehrig’s disease), and dementia. Depending on the success of licensed programs, Wave may be eligible to receive over $2 billion in cash milestone payments.
• Advised a major pharmaceutical company in a joint venture and strategic collaboration with a venture capital firm to create a NewCo dedicated to the treatment of certain rare liver diseases. In connection with this joint venture, the pharmaceutical company entered into a license and collaboration agreement with NewCo, under which the company will receive four exclusive options to receive exclusive licenses for lead candidates (and their back-ups) developed by NewCo outside of the United States.
• Represented Akebia Therapeutics, Inc. in the $865 million global expansion of its collaboration and license agreement with Otsuka Pharmaceutical Co. to develop and commercialize vadadustat, an oral hypoxia-inducible factor (HIF) stabilizer currently in Phase 3 development, in Europe, China and other territories.
• Represented Akebia Therapeutics, Inc. in its exclusive license agreement with Vifor Pharma Group, pursuant to which Vifor is granted the exclusive right to distribute Akebia’s Phase 3 oral anemia drug vadadustat through its network of U.S. dialysis centers. Vifor is also making a $50 million investment in Akebia at $14 a share.
• Represented Homology Medicines in its research and development collaboration with Novartis to use Homology’s gene editing technology to develop new treatments for select ophthalmic targets and hemoglobin blood disease.
• Represented Juno Therapeutics in connection with its in-license of a small molecule drug candidate from Eli Lilly and Company to be used in combination with Juno’s proprietary cellular immunotherapies for the treatment of cancer as well as its in-license of related patents from Fred Hutchinson Cancer Research Center.
• Represented a clinical-stage biotechnology company in connection with a strategic license and supply arrangement, pursuant to which the client received a patent license and long-term supply arrangement for proprietary technology for use in the manufacture of immunotherapy products intended for the treatment of certain cancers.
• Represented Akebia Therapeutics, Inc. in an exclusive licensing agreement with Janssen Pharmaceutical under which Akebia in-licensed a portfolio of well-characterized HIF pathway compounds with potential applications across multiple therapeutics areas.
• Represented Akebia Therapeutics, Inc. in its $1 billion collaboration and license agreement with Otsuka Pharmaceutical Co. for the worldwide development and U.S. co-commercialization of vadadustat, an oral hypoxia-inducible factor (HIF) stabilizer currently in phase 3 development for the treatment of anemia associated with chronic kidney disease.
• Represented Takeda Pharmaceuticals in connection with the spin-out of Cerevance, a neuroscience company focused on discovering and developing novel therapeutics for neurological and psychiatric disorders.
• Represented Selecta Biosciences in connection with the license of its synthetic vaccine particles technology to Spark Therapeutics for co-administration with certain gene therapy products, as well as in connection with the negotiation of a number of sponsored research and license agreements.
• Represented Sarepta Therapeutics in connection with an exclusive license and collaboration agreement with Summit Therapeutics pipeline for Duchenne muscular dystrophy, as well as in connection with the negotiation of a number of sponsored research and license agreements with U.S. and international academic institutions.
• Represented Takeda Pharmaceuticals in its collaboration with Roivant Sciences to launch Myovant Sciences Ltd., a biopharmaceutical company focused on women’s health and prostate cancer. Takeda granted Roivant exclusive licenses to relugolix, a phase 3 candidate that is being developed as a gonadotropin-releasing hormone receptor agonist for entering fibroids, endometriosis and prostate cancer, and RVT-602, a novel oligopeptide kisspeptin receptor agonist being developed for the treatment of infertility in females.
• Represented Boehringer Ingelheim in connection with the negotiation of a global collaboration with AbbVie to develop and commercialize a Phase 3 anti-IL-23 monoclonal biologic antibody in development for psoriasis, Crohn's disease, psoriatic arthritis and asthma, as well as an anti-CD-40 antibody in Phase 1 development.
• Represented Shire in connection with the negotiation of an amended and restated collaboration and license agreement with Sangamo.
• Represented Takeda in connection with the negotiation of a license and option transaction with Natrogen Therapeutics.
• Represented CANbridge Life Sciences, a Chinese life sciences company, in connection with the negotiation of a license and collaboration agreement with AVEO Pharmaceuticals.
• Represented Genzyme on numerous licensing, supply, collaboration, and M&A transactions over many years before and after its acquisition by Sanofi.

Technology Transactions

• Represented The Broad Institute in connection with various research and license transactions, including its collaboration agreement with Intel Corporation to scale researchers’ ability to analyze massive amounts of genomic data from diverse sources worldwide, and its collaboration agreements with Verily and Microsoft to develop the Terra platform.
• Represented Pfizer in connection with the outsourcing of its post-proof of concept clinical trial management function to Parexel International, Inc. and Icon Clinical Research Limited as well as other IT, licensing and privacy-related matters.

Mergers and Acquisitions

• Advised TSG Consumer Partners, Kohlberg & Co LLC, Berkshire Partners, Audax Group, TPG Capital, L.P., Gridiron Capital, General Catalyst Partners, LLC, Bain Capital LLC and other private equity firms with respect to intellectual property matters in connection with their investments in the consumer product, technology, life sciences and industrial sectors.
• Represented Regis Corporation in the sale of all its mall-based salon business in North America, and in its agreement to sell all of its international segment to The Beautiful Group, an affiliate of Regent, who will operate the entities as the company’s largest franchisee. Ropes & Gray also assisted with structuring the transaction to preserve the value of its IP assets.
• Advised Altamont Capital Partners and its portfolio company Modern HC Holdings, Inc. (ModernHEALTH) in the sale of ModernHEALTH to Axium Pharmacy Holdings, Inc. ModernHEALTH and Axium will combine to create a specialty pharmacy that will operate as a wholly-owned subsidiary of The Kroger Co.
• Advised Symmetry Surgical Inc., a publicly traded medical devices provider, in its sale to RoundTable Healthcare Partners, for $13.10 per share in cash, representing a 26 percent premium above Symmetry’s closing price.

Medical Devices and Diagnostics

• Represented Lantheus Medical Imaging, Inc. in its license and collaboration agreement with GE Healthcare related to the development and worldwide commercialization of flurpiridaz F 18, a positron emission tomography (PET) myocardial perfusion imaging (MPI) agent in phase 3 development for the diagnosis of coronary artery disease (CAD).
• Represented Becton Dickinson in connection with various acquisitions, dispositions and license and development transactions.
• Represented Wright Medical in connection with its sale of its knee replacement business to MicroPort Scientific Corporation and its settlement and patent license agreement with ConforMIS, Inc.
• Advised a scientific instrument company on numerous companion diagnostic agreements pursuant to which it develops companion diagnostics with its pharmaceutical and biotech therapeutics partners.
• Advised a scientific instrument company in connection with a collaboration with an innovative diagnostics company to develop and commercialize in vitro diagnostic assays for detection of biomarkers associated with various types of cancers.