Valeant Pharmaceuticals International Agrees to Divest Sprout Pharmaceuticals to Sprout2November 6, 2017
S&C represents Shareholder Representative Services, LLC, the stockholder representative formed under the 2015 merger agreement between Sprout Pharmaceuticals, Inc. and Valeant Pharmaceuticals International, Inc., in connection with Valeant's agreement to divest the Sprout subsidiary to Sprout2, Inc., an entity formed by three of the former directors of Sprout, in exchange for a 6 percent royalty on global sales of ADDYI® (flibanserin) beginning 18 months from the signing of the sale agreement. In connection with the completion of the sale, Valeant will be released from the existing litigation among the parties arising from the 2015 merger agreement, the ongoing obligations of the original transaction to split future profits with the former shareholders, as well as certain related provisions, including the obligations to make certain marketing and other expenditures.
The S&C team on the transaction was led by Stephen Kotran and Matthew Hurd, along with Sarah Wilson and Stephen Guynn. Catherine Clarkin, Benjamin Fleming and Natalie Lum-Tai advised on capital markets matters; Rebecca Coccaro and Kelsey Baldwin advised on executive compensation and employee benefits matters; Nader Mousavi and Joshua Steinberger advised on intellectual property matters; Ronald Creamer, Eric Lopata, Slki Hong and Lauren Citrome advised on tax matters; Matthew Brennan advised on environmental matters; and Eric Queen advised on antitrust matters.