Dechert Represents Adolor Corp.in Sale to Cubist Pharmaceuticals

Cubist Pharmaceuticals, Inc. (NASDAQ: CBST) and Adolor Corporation (NASDAQ: ADLR) today announced that they have signed a definitive agreement under which Cubist will acquire all of the outstanding shares of Adolor for $4.25 per share in cash, or approximately [$190] million on a fully-diluted basis, net of Adolor’s third quarter 2011 cash balance. In addition to the upfront cash payment, each Adolor stockholder will receive one Contingent Payment Right (CPR), entitling the holder to receive additional cash payments of up to $4.50 for each share they own if certain regulatory approvals and/or commercialization milestones of ADL5945 are achieved. The total transaction is valued at up to [$415] million, net of Adolor’s third quarter 2011 cash balance, and is expected to be accretive in 2012.

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Tags:  Dechert LLP

Cooley Advises Onyx Pharmaceuticals in Litigation and Settlement Agreement with Bayer Healthcare, Restructuring Global Oncology Partnership

Parallel teams of Cooley litigators and business lawyers delivered a favorable outcome last week on behalf of longtime client Onyx Pharmaceuticals, Inc, which reached a settlement of a jury trial in a dispute with its partner, the international pharmaceutical company Bayer.  In a complex set of agreements announced at the mid-point of trial pending in the United States District Court for the Northern District of California (under the caption Onyx Pharmaceuticals, Inc. v. Bayer Corporation, Bayer AG, Bayer Healthcare LLC, and Bayer Schering Pharma AG Case No. C09-2145 EMC (N.D. Cal.)), Onyx obtained a significant stake in a compound at the heart of the dispute as well as other important monetary and non-monetary benefits.

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Akin Gump Advises Osage Tribe of Indians in Landmark Settlement With U.S. Government

Akin Gump Strauss Hauer & Feld LLP and Pipestem Law Firm PC have advised the Osage Tribe in the largest-ever settlement of a claim made by a tribe against the United States government. The $380 million settlement was announced at a signing ceremony held today at the U.S. Department of the Interior and attended by a number of U.S. government and Osage Tribe officials.

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Tags:  Akin Gump Strauss Hauer & Feld LLP

Simpson Thacher Represents Investor Group in $1 Billion Acquisition of 25% of Santander Consumer USA Inc.

Simpson Thacher is representing Warburg Pincus, Kohlberg Kravis Roberts and Centerbridge Partners in connection with their agreement to purchase a 25% interest in Banco Santander’s US auto finance business for an aggregate purchase price of $1 billion. The transaction is subject to customary closing conditions, including obtaining the relevant regulatory approvals, and is expected to close in the fourth quarter of 2011.

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Tags:  Simpson Thacher & Bartlett LLP | New York

Miller & Chevalier Adds David H. Resnicoff to International, White Collar and Internal Investigations Practices

Miller & Chevalier Chartered today announced that David H. Resnicoff has joined the firm as a Member. Resnicoff most recently served as Associate General Counsel and Vice President, Ethics and Compliance, at Baxter International, where he built and operated Baxter’s modern Global Compliance Program. Before that, he was part of the turnaround team at Tyco International, where he was Associate Compliance Counsel and Director and Counsel for Investigations. Prior to his in-house positions, he spent eight years prosecuting healthcare and other government fraud, as well as other federal crimes, as an Assistant United States Attorney for the Eastern District of Pennsylvania in Philadelphia. Philadelphia is one of the most active offices in the country with regard to healthcare fraud enforcement and has established a reputation for its sophisticated and creative approach to investigating and resolving these cases.

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Tags:  Miller & Chevalier