Our attorneys use patent portfolios as a tool to protect businesses from competitive threats. We manage the intangible aspects of intellectual property, implement effective due diligence processes, and advise on the diverse contractual rights and obligations that can be essential to business transactions.
Our attorneys navigate licenses and other agreements with third parties, from patent licenses, computer software licenses, technology or know-how licenses, and trademark licenses, to joint venture or teaming assignments. We also negotiate cross-licensing agreements, agreements with existing licensors and transition service agreements. We examine potential claims by others that could affect the validity, enforceability or scope of a licensed patent. The experience of our intellectual property group also extends to evaluating any ongoing or potential litigation, interference, opposition, reissue or related proceedings.
Our portfolio assessment and management processes help clients to mine unused intellectual property assets for revenues, whether through assignment, licensing or disposition. We provide a comprehensive due diligence review for intellectual property assets, which range from issues of freedom to operate, ownership, competitors and litigation to manufacturing and trademarks.
From the early stages of due diligence, building and maintaining strong communication with outside counsel positions our clients for success. Our attorneys create custom templates for each project that instill confidence from boards of directors, investors and in-house patent attorneys. We strive to contain costs on projects with multiple attorneys through blended rates or alternative fee arrangements.
Once we initiate a portfolio review, we may integrate cross-disciplinary teams representing research, business operations, marketing and senior management, to help businesses identify issues and then act on them swiftly. We review opportunities for intellectual property, work with management to motivate employees to disclose ideas and innovations, and monitor any key project developments. Our involvement fosters communication and knowledge among team members that protects clients should an issue of enforcement arise.
We advise clients pursuing strategic transactions on the many aspects of the due diligence process. The following matters showcase our experience in corporate mergers and acquisitions:
- We advised Enstar Group Limited in its pending $218 million acquisition of Companion Property and Casualty Insurance Company from Blue Cross and Blue Shield of South Carolina (pending).
- Represented Cott Corporation (NYSE:COT) in its $1.25 billion acquisition of DS Service Holdings, Inc., a leading national direct-to consumer provider of bottled water, office coffee and water filtration services.
- Represented Endo Health Solutions in its $225 million acquisition of Boca Pharmacal, a specialty generics company.
- We counseled Angelo Gordon, Alden Capital, Credit Suisse, Goldman Sachs and other stockholders of Philadelphia Media Network Inc., the parent company of The Philadelphia Inquirer, Philadelphia Daily News and Philly.com, in the $55 million sale to Interstate General Media, LLC.
- We represented LLR Partners in its leveraged buyout of Mercury Security Corporation, a manufacturer of access control systems, and in its growth capital investments in IOD, a provider of medical information systems, and Orbis Education, a healthcare education services provider.
- Advised ADP, a leading global provider of Human Capital Management (HCM) services, in its sale of a business entity to Vista Equity Partners, a leading private-equity firm focused on investments in software and technology-enabled services.
- We represented ReSearch Pharmaceutical Services, a global next-generation clinical research organization, in its $260 million sale to Warburg Pincus.
- Drinker Biddle represented Graham Partners, in the acquisition of multiple portfolio companies, including Scandia Plastics, a manufacturer of blow molded bottles, containers and light industrial parts, and Chelsea Building Products, and in connection with portfolio company add-on acquisitions.
- Our attorneys advised Merck Global Health Innovation Fund in connection with strategic investments and acquisitions, including investments in Physicians Interactive, Remedy Informatics, WellDoc, Medivo and Orbimed Asia Partners and its acquisition of Physicians Interactive.
- We counseled Comcast Corporation and its affiliates, including NBCUniversal and The Golf Channel, in multiple strategic investments and acquisitions, including Movies.com, Vehix.com, GolfNow.com, FEARnet, and Sprout