Life sciences companies operate in a dynamic market buffeted by rapid advances in technology, pricing pressures, an aging population and health care reform. Companies and investors in this sector need to be strategic and agile in order to meet the demand for innovation and new products.
Deeply committed to fostering growth in the life sciences industry, Pryor Cashman maintains close ties to the scientific and medical communities and to investment banks, private equity funds and individuals that invest in and finance new, emerging and established businesses. We engage with life sciences companies at all stages of development, from university spin-outs to publicly traded companies, immersing ourselves in their objectives and advising them on the legal implications of each challenge and opportunity.
What We Do
Pryor Cashman lawyers actively nurture entrepreneurs from the start of their new ventures - advising them on various business structures and implementing their choices, acquiring rights to core technologies and connecting them with potential funding sources such as angel investors, institutional investors, and biotech and health care company venture arms. We shepherd them through transactions, ensure they’re protecting critical innovations, and help them to secure the best minds and scientific talent.
With more mature businesses, we provide counsel on their public offerings and negotiate major strategic alliances and licensing deals as well as mergers, acquisitions and divestitures. Once a client goes public, we provide them with ongoing advice on SEC disclosure rules and compliance.
Contributing to Strategic Direction
As key advisors to our clients’ management teams, Pryor Cashman’s life sciences attorneys help clients formulate and execute strategy, develop their operations and commercialize their products, proactively identifying solutions to foster growth and enhance profitability. Our attorneys have legal and business experience and a wealth of knowledge in areas such as:
- Identifying and applying for tax incentives for research and development, such as New York’s Qualified Emerging Technology Company credits and Empire Zone investment tax credit or Connecticut’s Angel Investor Tax Credit Program
- Devising regulatory and reimbursement strategies, coordinating with our clients’ internal or external FDA and other regulatory experts
- Refining protections for confidential and proprietary information
- Negotiating complex research and commercialization joint ventures
- Licensing products and technologies to sublicensees and distributors
Securing and Licensing Intellectual Property
Intellectual property is the core of a life sciences company. Pryor Cashman brings the full weight of the firm’s sophisticated IP practice to bear on behalf of our life sciences clients. We build clients’ IP portfolios to protect their products and processes and maximize patent life cycles. We have prosecuted patents with the U.S. Patent and Trademark Office claiming pharmaceutical compounds and formulations, and medical devices and technologies. We also counsel clients in the sale, purchase, and licensing of proprietary technologies and the underlying IP.
Financing for Growth
Corporate financing can take many forms depending on the size and maturity of the company. We assist our clients in preparing:
- Business plans and private placement memoranda
- Offering documents to obtain venture capital, bridge loans and mezzanine financing
- Registration statements covering initial and secondary offerings
Investment banks, lenders and other institutional funding sources also rely on our experience in the life sciences industry, and in particular seek our perspective on early-stage companies. In conjunction with our Securities & Corporate Finance practice, we counsel these institutions on financing the formation of health care and biotech companies, and conduct legal due diligence reviews of technology and contracts as part of their evaluation process. In addition, we prepare offering and disclosure documents for both issuers and intermediaries.
Recruiting and Retaining Top Talent
Life science companies are dependent on top-tier scientists and engineers to create innovations and new products, but the talent pool is small and competition for their expertise is fierce. To put the best team in place, companies face a number of hurdles, including sourcing, hiring and retaining key employees. In addition, life sciences is a global industry and sometimes the right talent is needed from outside of the U.S.
When companies seek to recruit highly skilled workers from other countries, our immigration attorneys obtain the necessary work permits and visas for technical experts and their families, and our tax attorneys provide insights into issues that may pertain to employing foreign citizens. Pryor Cashman’s labor and employment attorneys translate employment offers into workable, balanced employment agreements, including stringent noncompetes and trade secret protections for proprietary technology. The results are agreements that protect the client’s interests by maximizing enforceability in each individual case.