Finance Monthly Deal Maker Awards 2015 Edition

51 www.finance-monthly.com DEAL MAKER OF THE YEAR - USA ImmunoGen’s $200 million non-dilutive royalty transaction with TPG Special Situations Partners Chosen for his involvement in the following transaction: Richard Gervase is a senior partner in Mintz Levin’s intellectual property practice. He began his legal career in the late 1980s as a mergers and acquisitions and securities lawyer at Brown & Wood in New York City, where he focused on the biotechnology sector. A registered patent lawyer, Richard began working on royalty stream financings in 2002. Since that time, he has represented both investors and royalty sellers in the structure, negotiation and valuation of royalty stream monetization transactions involving more than 40 pharmaceutical and biological products and product candidates, including: Advate ® Cubicin® Gardasil® Mylotarg® Revlimid® Adenoscan® Daptomycin® Herceptin® Neulasta® Rotarix® Actemra® Eligard® Iclusig® Neupogen® Synagis® Amphastar® Enbrel® Kadcyla® PegIntron® TOBI® Avastin® Erbitux® Lucentis® Raptiva® Tysabri® Brigatinib® Estorra® Letairis® Remicade Lexiva® Cervarix® Fosamax® Macugen® Restasis® Xolair® Cimzia® Fovista® Movantik® Retisert® Zenepax® In addition to traditional royalty stream financings, Richard also has experience with alternative royalty monetization structures, including secured debt and convertible debt financings, synthetic royalties, revenue interest assignments, late stage clinical trial fundings, and other healthcare related financings. Richard also advises investment banks in the assessment and valuation of royalty streams, patents and other intellectual property assets in connection with mergers and acquisitions, joint ventures and collaborations, and underwritten public offerings involving life sciences companies. About Richard Gervase In April 2015, a team of Mintz Levin attorneys, led by intellectual property partner Richard Gervase, represented ImmunoGen, Inc. (Nasdaq: IMGN) in a $200 million non-dilutive royalty transaction with funds managed by TPG Special Situations Partners (“TSSP”). In return for the payment to ImmunoGen, TSSP will have the right to receive 100% of the royalty revenue on Kadcyla® commercial sales that would otherwise be paid by Roche to ImmunoGen until TSSP has received a total of either $235 million or $260 million, depending on timing. After this threshold is met, if ever, ImmunoGen will receive 85% of the Kadcyla® royalty revenue and TSSP will receive 15% of the Kadcyla® royalty revenue until this revenue stream ends. “With these funds, we are well positioned to implement strong clinical development programs for our promising product candidates, including initiation of potential registration trials as appropriate,” commented David Johnston, EVP and Chief Financial Officer of ImmunoGen. “This transaction has met our objectives of obtaining significant cash while avoiding the dilutive effect of a stock offering and retaining for our shareholders the majority of upside from substantial Kadcyla sales development.” Genentech, a member of the Roche Group, developed Kadcyla (ado-trastuzumab emtansine) using antibody-drug conjugate (ADC) technology licensed from ImmunoGen under a 2000 agreement established between the companies. This agreement entitles ImmunoGen to receive royalties ranging from 3-5% on Kadcyla sales in countries where ImmunoGen holds valid patents covering Kadcyla, and 2% in countries without relevant ImmunoGen patents. ImmunoGen is entitled to receive royalties on commercial Kadcyla sales in each country for ten years after the launch of Kadcyla in that country. This period extends to twelve years for each country in which ImmunoGen has valid claims in relevant patents on the tenth anniversary of the commercial launch of Kadcyla in that country. Transaction Repor t RICHARD GERVASE Par t ner, I n t e l l ec t ua l Proper t y (New Yor k ) a t Mint z , Lev in, Cohn, Fer r i s , Glovsky & Popeo, PC. WINNER: Richard Gervase Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, PC. Tel: + 1 212 692 6755 | Email: rgervase@mintz.com