Practice/Industry Group Overview
The Intellectual Property and Technology Transactions Group advises clients on a broad range of intellectual property (IP) and technology issues confronting today’s businesses. The Group structures, drafts and negotiates IP- and technology-intensive transactions. These transactions include the IP and technology aspects of mergers, acquisitions, joint ventures, spin-outs, financings and other corporate transactions, as well as IP and technology acquisitions, divestitures, licenses, collaborations, outsourcing and settlements.
Recent Sullivan & Cromwell experience in corporate and other transactions involving intellectual property and technology include representing:
- Ally Financial, in the $4.2 billion sale of its operations in Europe and Latin America, and its share in a joint venture in China, to General Motors Financial.
- Altor Equity Partners, in its acquisition of Orchid MPS Holdings, a worldwide designer and manufacturer of orthopedic and dental implants, medical devices and surgical instruments.
- American Express, in its joint venture with vente-privee.com to launch an online platform for private sales of luxury goods in the United States.
- Amgen, in its $10.5 billion acquisition of Onyx Pharmaceuticals, $315 million acquisition of Kai Pharmaceuticals, $1.16 billion acquisition of Micromet, $300 million acquisition of Alantos Pharmaceuticals, $300 million sale of Amgen KK to Takeda Pharmaceutical, $420 million acquisition of Ilypsa, and $1 billion acquisition of BioVex Group.
- Anheuser-Busch InBev, in its grant to Constellation Brands of exclusive, perpetual U.S. rights in the trademarks, designs and recipes for Corona and other Grupo Modelo beer brands, in connection with its related $20.1 billion acquisition of the remaining stake it did not already own in Grupo Modelo, and in the related sales of Compañía Cervecera de Coahuila for $2.9 billion, and a 50 percent interest in Crown Imports for $1.85 billion, to Constellation Brands.
- AT&T, in its $950 million sale of AT&T Advertising Solutions and AT&T Interactive to an affiliate of Cerberus Capital Management.
- Avon Products, in the sale of its 75 percent ownership interest in Avon Japan to TPG for cash and prepaid royalties for certain intellectual property licenses.
- Billabong, in the $460 million sale of a 51.5 percent interest in Nixon, its watch and accessories brand, to an investor group.
- Cablevision, in its $1.4 billion acquisition of Bresnan Communications, a provider of communications services to subscribers in Colorado, Montana, Utah and Wyoming.
- CGI Group, in its $3.1 billion acquisition of Logica.
- CLS Bank, in its outsourcing to IBM of IT infrastructure used in the high-volume settlement of foreign exchange considered to be essential to the global financial system.
- Collective Brands, in its $2 billion sale to a consortium, its $91 million acquisition of Collective Licensing International and its $800 million purchase of Stride Rite.
- Cree, in its $200 million acquisition of COTCO Luminant Device.
- Cúram Software, in its acquisition by IBM.
- Cymer, in its $3.9 billion acquisition by ASML Holding.
- Fiserv, in its $465 million acquisition of CashEdge.
- Gildan Activewear, in its $350 million acquisition of Gold Toe Moretz and its $88 million acquisition of Anvil Holdings.
- Michael Rubin, chief executive officer of GSI Commerce, in the $2.4 billion acquisition of GSI Commerce by eBay.
- HSBC Holdings, in the separation and allocation of rights in technology, trademarks and other IP in connection with the $2.6 billion sale of its credit card and retail services business in the United States to Capital One Financial.
- IMS Health, in its $5.2 billion acquisition by investment funds managed by TPG Capital and the CPP Investment Board.
- ING Groep, in the separation and allocation of rights in technology, trademarks and other IP in connection with the $3.1 billion sale of ING Bank of Canada (ING Direct Canada) to The Bank of Nova Scotia; the $9 billion sale of its ING Direct USA online banking operation to Capital One Financial; and in the $3.8 billion sale of its Latin American pensions, life insurance and investment management operations.
- Intel, in connection with numerous IP and technology licensing and strategy matters, including its worldwide patent cross-license and settlement with Advanced Micro Devices; its patent agreement with GlobalFoundries; its worldwide patent cross-license and settlement agreement with NVIDIA; and intellectual property and joint development matters in connection with entering into agreements to expand the NAND Flash memory joint venture between Intel and Micron Technology.
- IntercontinentalExchange, in its $8.2 billion acquisition of NYSE Euronext and in its joint proposal with NASDAQ OMX Group to acquire NYSE Euronext for approximately $11.3 billion.
- Heyman family, in its $3.2 billion sale of International Specialty Products to Ashland.
- Ipsen Pharma, a global specialty pharmaceutical group headquartered in Paris, in its $85 million acquisition of a 20 percent stake in Inspiration Biopharmaceuticals.
- Kodak, in connection with its worldwide patent cross-licenses with Agfa, Samsung and LG and its worldwide restructuring, including the sale of its portfolio of 1,100 digital imaging patents to Intellectual Ventures and series of associated patent licensing transactions with 12 licensees including Apple, Google, Microsoft, Facebook, Samsung, Amazon, Adobe, Fujifilm, HTC, Huawei, Research in Motion and Shutterfly.
- McCartney Productions, in an agreement with Hewlett Packard to digitize and deliver via a private cloud the library of former Beatle Paul McCartney.
- Microsoft, in the creation of CPTN Holdings—a consortium of technology companies including Apple, EMC and Oracle—and the consortium’s acquisition of 882 patents and patent applications from Novell in connection with Attachmate’s acquisition of Novell.
- Nippon Steel, on licensing matters in connection with its agreement with Ternium to form a $350 million joint venture in Mexico for the manufacture and sale of steel sheets primarily to serve the Mexican automobile manufacturing market.
- NXP, in its $85 million acquisition of GloNav and in the sale of its television systems and set-top box business lines to Trident Microsystems and its acquisition of a majority stake in Trident for $190 million.
- Pharmasset, in the IP aspects of its $11 billion acquisition by Gilead Sciences.
- Philips Electronics, in many transactions, including the $10.3 billion sale of NXP, its semiconductors business, to KKR and Silver Lake Partners.
- Popular, in the sale of a 51 percent interest in its processing subsidiary, EVERTEC, and related processing, merchant acquiring and technology businesses, to Apollo Management, through establishment of a $900 million joint venture.
- priceline.com, in its $1.8 billion acquisition of KAYAK Software.
- Rhône Capital, in connection with its $1.3 billion simultaneous acquisitions of Evonik Carbon Black and related entities (the ECB Group) and the ECB Group’s Chinese joint venture.
- Rhône Capital III, in its $485 million acquisition of International Paper’s Arizona Chemical business, a leading global supplier of pine chemicals for adhesives, inks and coatings, lubricants, fuel additives, mining and oleochemicals markets holding numerous intellectual property assets including patents.
- an investor consortium led by Silver Lake Partners, related to intellectual property and licensing matters in connection with its $2 billion acquisition of a 65 percent interest in Skype Technologies from eBay.
- Silver Lake Partners and Skype, in connection with the $8.5 billion sale of Skype to Microsoft.
- Skype, in its widely reported agreement with Facebook to make Skype products and services available on Facebook platforms.
- Valeant Pharmaceuticals International, in its $2.6 billion acquisition of Medicis Pharmaceutical.
- VeriFone Systems, in its acquisition of Hypercom for approximately $485 million.
- Wells Fargo Securities, in connection with the transfer of Citadel Securities’ investment banking business to Wells Fargo Securities for an undisclosed amount.
- AIG, Barclays, BGP, Commerce Bancorp, Fiat, Goldman Sachs, ING, IPC Holdings, Ontario Teachers’ Pension Plan, Rio Tinto, Wachovia and others, in the intellectual property aspects of their M&A, divestiture and securities transactions.
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