Transactions & Financing
We have acted in a multitude of transactions involving Life Sciences companies, advising companies and investor syndicates, structuring deals, and advising on the transfer of intellectual property rights. Our activities include:
Growth Financing. We have advised companies and investor syndicates in over 40 financing rounds in the life sciences field with deal values from CHF 300'000 to CHF 85 million. We have drafted and negotiated a number of bridge loans from CHF 3 million to CHF 15 million for venture backed Life Sciences companies, many of them converted into equity.
Project Financing. We help entrepreneurs in the early stages, even before they have established their business. We provide legal tools for project financing.
Tax Advice (including VAT). We assist companies in implementing an optimal tax structure. For start-ups, we obtain formal tax relief and analyze their VAT needs. Our tax experts assist in all tax matters.
Corporate Governance. We design the optimal corporate governance structure tailored to the needs of your company. Our expertise with listed companies helps us design structures for smaller companies, which allows for future growth. For listed companies, we advise on disclosures and public reporting requirements. For management transactions, we advise on structure, timing, and compliance with reporting requirements.
Capital Markets. (Initial Public Offering and Secondary Offering). We have introduced three major Life Sciences companies to the SWX Swiss Exchange (market cap between CHF 320 and 1'500 million each) and have assisted in the secondary offering (deal value between CHF 50 and 400 million each). We are recognized as listing experts at the Swiss Stock Exchange and thus can file the listing application on the company’s behalf.
Management Buy-Out. We have assisted in several management buy-outs, implementing the tax driven structure on the buyer's side and the related finance documentation.
Mergers & Acquisitions. Our M&A team assists our clients prior to entering into an M&A transaction. We assist buyers and sellers in due diligence, contract negotiation and closing; we also resolve IP, tax, regulatory, labor, environmental, real estate, and other ancilliary issues.
Restructuring and Demergers. We help companies benefit from the flexibility created by the Swiss Merger Law including spin-offs, split-offs, and divestitures. Our firm has published one of the leading commentaries on this law and has gained an excellent reputation in this field.
Fund Formation and Management. We assist in structuring, forming, and administering funds established in Switzerland.
Swiss Venture Capital and Private Equity. We advise Switzerland based VCs and private equity companies on investments made both in and outside Switzerland and, if required, coordinate foreign counsel.
Non-Swiss Venture Capital and Private Equity. We advise VCs and private equity companies on Swiss portfolio investments, including requirements set by German tax legislation.
Employee Participation (Option Plans, Share Plans). Our tax team, using our corporate and labor expertise, has helped to find solutions for option and share plans which are a key incentive tool to incentivize employees in many companies. We have drafted and implemented a large number of stock option and share plans, and advised on tax structuring and tax rulings with various cantonal tax authorities.
Selected recent transactions include:
We advised Biomedinvest and BB Biotech Ventures in a Series A financing round of CHF 18 million (EUR 9.5 million) in Aleva Neurotherapeutics SA in Lausanne. Aleva develops next-generation implants for Deep Brain Stimulation (DBS) in major neurological indications such as Parkinson's disease or depression.
We represented Biognosys AG in their financing round with Syngenta. Biognosys proteomics platform can quantify proteins from any organism, across experimental conditions, on a multiplexed scale.
We advised the lead-investor Edmond de Rothschild Investment Partners (EdRIP) in a Series C round of CHF 18 million (USD 20.4 million) in GenKyoTex SA in Geneva. The company is the NOX enzyme specialist developing a compound for the treatment of diabetic nephropathy.
We advised Swiss biotech firm and Merck KGaA spin-off Vaximm AG, in Basel, in a private financing round totaling CHF 7.8 million from new and existing investors. BB Biotech Ventures and Merck KGaA were joined by new investors Sunstone Capital, Merck Serono Ventures and BioMedinvest. The Company is developing an investigational oral T-cell vaccine that is designed to elicit an immune response against vascular endothelium growth factor receptor-2 (VEGFR-2), a well characterized target for anti-angiogenic intervention.
We advised Pantec Biosolutions AG, in Liechtenstein, a company developing innovative technologies for transdermal drug delivery, in a CHF 20 million investment realized in two financing rounds.
We advised Vivocell Biosolutions AG, in Zug, a company establishing a cord blood stem cells bank for autologous and allogene precaution, in a CHF 24 million investment realized in a series of financing rounds.
We avised Nitec Pharma in its merger with Horizon Therapeutics. The combined company has one approved product in Europe (LODOTRA®) and two late-stage U.S. product candidates in pain management and rheumatoid arthritis. The combined company also completed a concurrent preferred stock financing in conjunction with the transaction.
We assisted Swiss BioMedPartners, one of the leading European healthcare venture capital firms, in the establishment and closing of BioMedInvest II L.P., its second healthcare venture capital fund, which raised CHF 106 million. BioMedInvest II L.P. is a healthcare-dedicated fund that invests in private early- to mid-stage companies in Germany, Switzerland and neighbouring European countries.
We advised Evolva Holding SA (SIX: EVE) (formerly known as Arpida Ltd.) on its Series B financing round, the completion of its merger with Evolva SA, its change of name from Arpida Ltd. to Evolva Holding SA and the listing of its shares issued in connection with the merger. The deal valued the company at CHF 80 million.
We advised YFM Equity Partners’ portfolio company Fishawack in its acquisition of Swiss medical communication service provider Phocus Holding GmbH.
Partnering, Licensing and Commercialization
Excellent ideas in the Life Sciences sector are created by excellent minds in the academic and industrial environment all around the world. Identifying and evaluating opportunities for developing and marketing new products through strategic alliances or licensing is an integral part of the Life Sciences business. Our attorneys assist clients in all aspects relating to licensing including how to resolve intellectual property risks such as availability, exclusivity, enforceability and unwanted obligations. We advise across a full range of issues that affect the process of contract formation including due diligence, IP, tax and accounting matters. We act for a wide range of Life Sciences companies in the negotiation and settlement of patent and know-how licenses, confidentiality, subcontracting, agency, joint venture and R&D agreements, as well as other types of commercial agreements. Our services include:
Partner Evaluation. We assist in structuring an evaluation process, due diligence and drafting the appropriate legal documents to effectively protect your company’s interests from the very beginning of a potential corporate relationship.
Securing Long-Term Interests. We support your company in establishing state-of-the-art contractual frameworks that reflect not only your company's temporary interests but also take account of long-term interests and unforeseen changes.
License and Know-How Transfer Agreements. We draft and negotiate license and know-how transfer agreements. Our attorneys are familiar with the peculiarities of tech transfer units and research institutions (IP ownership and approvals).
Manufacturing Agreements. We draft and negotiate manufacturing agreements, taking into account the special allocation of responsibilities and IP matters.
Joint ventures and co-operations. Due to the particularities of the Swiss statutory law, joint venture arrangements and business co-operations need to be carefully considered and executed. VISCHER's experts understand that arrangements need to be tailor-made in order to protect your company's interest while avoiding legal pitfalls.
Recent examples of VISCHER's expertise include where:
We represented a pharmaceutical company in the field of various therapeutical applications for steroids, to implement a worldwide licensing and IP strategy (deal volume over CHF 300 million).
We represented a Swiss company in its major long-term collaboration with Boehringer Ingelheim to discover and to develop fully human therapeutic? antibodies for a number of targets in various disease indications.
We advised The International Institute for the Safety of Medicines Ltd (ii4sm) on the provision of pharmacovigilance expert consulting and quality assurance services in a collaboration with Tata Consultancy Services and a collaboration with Kinapse providing services to the European Medicines Agency (EMA).
We represent a number of venture financed Swiss start-up companies including AC Immune, 4-Antibody, Glycovaxyn, Pantec Biosolutions, Molecular Partners, Lumavita and Okairos in their numerous collaborations with industry (in particular licensing, clinical trials and manufacturing) and academia.
We have been advising a listed Swiss company in its clinical trial agreements ranging from early phase I to phase III trials.
We have been advising a biopharmaceutical company in its clinical trial agreements for several drug candidates including securing support from listed pharma companies, CROs, central labs, and external scientific advisors.
We advised a major international pharma company in setting up its phase III clinical trial for vaccine candidate with Swiss investigators.
We advised an international CRO in establishing co-marketing agreements with major pharmaceutical companies.
We advised a specialist cell media manufacturer in drafting and negotiating a distribution agreement for research reagents.
We advised a specialty pharmaceutical company in modifying and terminating supply and distribution agreements following dissatisfying results of clinical studies.
We advised a US life sciences technology company in setting up its product distribution and services agreements for Europe.
Innovation and Know-How Management
The proper protection of inventions and innovative concepts that companies in the Life Sciences sector generate is of utmost importance for their sustained success. Our attorneys offer their legal expertise not only on the available options to protect your company's innovations by contractual arrangements but also on strategies and procedures to comprehensively protect your innovations by registered intellectual property rights. Our specialized lawyers keep a close eye on the legislation and case law regarding Life Sciences-related intellectual property, including the ongoing amendment concerning biotech inventions in the Swiss patent act.
Protection of Research Results. Our attorneys understand that patents are an important business tool and form part of an overall business strategy. We work with patent lawyers specialized in various technical areas to ensure optimum patent coverage and defense that are tailored to the specific needs of our clients. We develop international protection strategies for patents, trademarks and domain names.
Leading Edge Technologies. We are familiar with transactions involving genomics, proteomics, RNAi, drug discovery, drug delivery technologies, immunohematology, and other platform technologies.
Transfer of Intellectual Property. We structure, negotiate and draft transfer and development agreements for Life Sciences companies.
Intellectual Property Due Diligence. VISCHER's experts conduct due diligence reviews of intellectual property rights typically in the framework of merger or acquisitions. We analyze the legal status of these rights and identify the legal issues which your company will presumably wish to deal with when determining the conditions of the envisaged transaction.
Patent & Trademark Litigation. Working with patent attorneys locally and overseas, we represent clients in patent litigations. We prosecute and defend patent infringement actions and related claims for revocation in Swiss courts and in multi-national patent disputes. We also assist in mediation proceedings. We further advise clients on trade mark matters and have considerable experience advising clients on filings and related opposition and revocation actions. We evaluate and help resolve technology ownership disputes.
Recent cases include:
We advised a Swiss biopharmaceutical company in establishing collaboration with a German university regarding the development and pre-clinical evaluation of human therapeutic antibodies.
We advised a Swiss biopharmaceutical company in acquiring and sublicensing rights to proprietary mouse models for development of therapeutics for central nervous systems diseases.
We advised a Swiss company in establishing and implementing a worldwide strategy for the distribution and marketing of its innovative blood sugar meter.
We represent a number of firms as legal counsel or act as arbitrator in various disputes concerning the licensing and co-development of pharmaceuticals.
We advised a manufacturer of a proprietary cell culture growth medium in negotiating a supply agreement with a global specialty pharmaceutical company.
We advised an international medical device company in negotiating a supply agreement for infusion sets.
We advised a medical device company in entering into a supply agreement regarding neuroprosthetic modules.
We advised a Swiss biopharmaceutical company in establishing contractual relationships with CMOs for the development and manufacture of several drug candidates in the field of central nervous systems diseases.
We advised a company developing orphan drugs in setting up a development and manufacturing agreement with an international CMO specializing in biopharmaceuticals.
We advised a major Medtech company in the termination of its manufacturing agreement with a polish manufacturer and in negotiating a new manufacturing agreement with a manufacturer in Central Europe.
Regulatory, Administrative Procedures and Compliance
The regulatory framework governing the life sciences sectors is complex and constantly evolving. Our specialized lawyers closely monitor the continuing regulatory developments and case law in this area.
Research. Research is a core issue in the Life Sciences Sector. Our lawyers have an extensive expertise in advising our clients in matters relating to their research projects. Swiss regulatory law is constantly changing. Our lawyers keep you up to date.
Approvals. Our regulatory experts are familiar with the modalities of the different types of approvals relevant in the Life Sciences sector and the particularities of the corresponding procedures. We assist our clients in the evaluation of the appropriate regulatory strategy and in the approval proceedings before the competent authorities (e.g., Swissmedic, Federal Office for Health, cantonal laboratories). We also represent our clients in procedures before the federal and cantonal administrative courts.
Clinical Trials. Compared with the European Union, the regulation of clinical trials in Switzerland displays various particularities. We have extensive experience in all legal issues pertaining to the conduct of clinical trials in Switzerland.
Pricing, Reimbursement and Marketing. We protect our clients' interests in administrative proceedings in pricing, re-imbursement and marketing matters before the Swiss regulatory authorities and represent our clients in court.
Transborder Trade. Transborder trade of pharmaceuticals into Switzerland is not only an issue under Swiss patent law but also under Swiss regulatory law. Transborder trade of food and near-food products into Switzerland is highly regulated and involves detailed knowledge of relevant law and practice. We are familiar with the respective legal modalities and closely observe the political and administrative developments in this field.
Compliance. Compliance is a challenge in the fast changing regulatory environment of the Life Sciences sector. We can help companies to produce and implement policies and processes to ensure that they follow the very many laws, rules and regulations (e.g., Food Law, Gentech-Regulation, Data Protection, and Environmental Law).
Investigations. Our lawyers specialized in public law, assist in regulatory proceedings. An important focus here is administrative procedures relating to the marketing of health care and food products. Our attorneys also assist in criminal proceedings against companies and individuals.
Regulatory Due Diligence. For mergers and acquisitions involving regulatory matters in the Life Sciences sector, we conduct due diligence reviews. We analyze all regulatory aspects of the target company relevant for the envisaged transaction.
Commercial Agreements. We draft and negotiate a wide array of commercialization agreements, taking into account the particularities given in the Life Sciences sector as well as IP, tax and accounting matters.
Recent matters include where:
We advised a major international pharma company on setting up its phase III clinical trial for a vaccine candidate with Swiss investigators, and on regulatory matters in order to set up an international research project.
We acted on behalf of a Swiss pharmaceutical company in administrative proceedings and in the subsequent court appeal concerning the listing of a medicinal product on the list of pharmaceutical specialties.
We advised a major medical devices organization in restructuring its business unit as a consequence of new regulatory laws.
We reviewed a foreign energy drink on its compatibility with Swiss regulation laws and advised the manufacturer on regulatory issues regarding the import of the product to Switzerland.
We advised a leading research company and analyzed regulatory risks linked to extraction of bone cells from donors.
We advise a major supermarket chain in implementing a new law in order to be able to sell low risk pharmaceuticals.
We advise a major supermarket chain on regulatory issues regarding parallel imports of food and near-food products.
We repeatedly provided advice regarding the labeling and advertising of food products with pharmaceutical-like ingredients.
We act on behalf of individuals from a pharmaceutical company in administrative criminal and criminal proceedings.
We have conducted for a major Biotech company an internal investigation concerning compliance issues relating to a phase IV study.
We represented the University of Zurich and the Swiss Federal Institute for Technology Zurich in their administrative proceedings and litigation concerning field trials with genetically modified wheat.
We represented a leading European chain of institutes for assisted reproductive technology to implement a new business case in the field of long-term storage of women’s egg cells for fertility precaution.
We advised a major Swiss pharmaceutical company in regulatory matters in order to set up an international research project.
We advised an international clinical services provider in securing compliance with Swiss laws when offering the services of study nurses to sponsoring pharmaceutical companies.
We provide permanent advice to a major Biotech company regarding its marketing practices and the marketing practices of its competitors.
We provide advice to pharmacies relating to the permits for distributing products of traditional Chinese medicine.
Additional Services
Our clients in the Life Sciences sector regularly require advice across a full range of issues affecting their business, including the following fields:
Litigation and Arbitration: We represent parties in litigation or arbitration and advise on opportunities to resolve disputes prior to or during proceedings. Dispute Resolution is a core competence of VISCHER. With a team of 14 practitioners who primarily focus on litigation and arbitration, we have one of the largest litigation departments in Switzerland.
Employment Contracts and Litigation: Our dedicated employment law team has vast experience relating to employment contracts, consulting agreements, employment manuals and employment litigation before specialized employment courts.
Tax and VAT: VISCHER’s tax team is one of the largest tax teams in a commercial full service firm in Switzerland. Our main field of tax practice is corporate taxation and long-term assistance to corporations, i.e., setting up and maintaining tax structures within groups, both national and international. We set up principal structures, as well as domiciliary companies, for companies selling Life Sciences products outside Switzerland. We also negotiate tax holidays for start-ups. Our clients can expect competent, tailor-made solutions, encompassing both the underlying civil law structures and the resulting tax law issues.
Insolvency Law. We advise and represent both creditors and debtors in complex financial restructurings and advice directors and management about liability risks in insolvency situations.
Competition Law. We advise on diverse competition matters, including Swiss Competition authority inquiries, compliance and merger investigations.
Unsolicited Takeovers. We advise on anti-takeover planning, execution, defense, director indemnification, and severance.
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