Biotech Briefings

Todd J. Trattner

Todd J. Trattner

Partner, San Francisco

[email protected]

+1 415.393.8206

Todd Trattner, Ph.D., is a partner in the San Francisco office of Gibson, Dunn & Crutcher where he is a member of the firm’s Corporate Department with a practice focused on intellectual property transactions in the life sciences and technology industries.

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Gibson Dunn and BCLT Host a Webcast Series on Royalty Finance, the UCC, and Issues of Recharacterization

| Posted by Todd J. Trattner; Ryan A. Murr; Topic(s): Royalty Finance

Gibson Dunn has partnered with the UC Berkeley Center for Law & Technology on a three-part webcast series that discusses issues originally raised in a Law 360 article on royalty financing written by partners Todd Trattner and Ryan Murr.

In the series, partners Todd Trattner, Ryan Murr, Jin Hee Kim, and Jeffrey Krause and associates Kali Jelen, Anthony Hajj, and Michael Farag provide an in-depth exploration of royalty finance, looking at synthetic royalties, the treatment of synthetics under the UCC, and the risks of a sale of a synthetic royalty being recharacterized as a loan in bankruptcy.

The series is designed to educate biotechnology stakeholders (investors, entrepreneurs, companies, and their attorneys) on best practices for monetizing and investing in a synthetic royalty so that they can embark on such transactions with greater certainty.

To access the series, visit:

You can watch the series for free using the code “BCLT-GD” at checkout.

Royalty Report: Royalty Finance Transactions in the Life Sciences 2020-2024

| Posted by Todd J. Trattner; Ryan A. Murr; Topic(s): Royalty Finance; Trends and Insights

This Royalty Report provides an analysis of publicly reported royalty finance transactions for the last five years (2020 to 2024) in the life sciences sector, focusing on both traditional and synthetic royalty transactions. Traditional royalty transactions encompass monetizations of royalties under existing license agreements. Synthetic royalty transactions involve the sale of a portion of future product sales, rather than the sale of an existing future royalty entitlement.

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Introducing the Royalty Finance Tracker

| Posted by Todd J. Trattner; Ryan A. Murr; Topic(s): Royalty Finance; Trends and Insights

Dear friends and colleagues,

We are excited to introduce the Gibson Dunn Royalty Finance Tracker (https://www.gibsondunn.com/royalty-finance-tracker/) in conjunction with the launch of Biotech Briefings, where we have compiled all publicly announced royalty finance transactions amongst the most active funds that have occurred since January 1, 2020.

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Key Takeaways: Life Sciences 2025 Outlook: Royalty Finance Webcast (March 12)

| Posted by Todd J. Trattner; Ryan A. Murr; Topic(s): Royalty Finance; Trends and Insights

Todd Trattner and Ryan Murr of Gibson Dunn and Doug Prescott of TD Cowen hosted a Life Sciences 2025 Outlook: Royalty Finance webcast on Wednesday, March 12, in which they provided an integrated outlook on royalty finance in the life sciences industry, identifying trends and uncertainties that will shape the year ahead.

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Introducing Biotech Briefings

| Posted by Branden C. Berns; Aaron K. Briggs; Jane M. Love, Ph.D.; Mary Beth Maloney; Ryan A. Murr; Melanie E. Neary; John D.W. Partridge; Karen A. Spindler; Eric J. Stock; Todd J. Trattner; Stephen Weissman; Topic(s): Trends and Insights

Dear friends and colleagues,

We are excited to introduce Biotech Briefings, providing Gibson Dunn’s commentary and perspectives on the legal, business, and regulatory issues shaping the life sciences industry.

From groundbreaking developments in biopharma, medical devices, and diagnostics to the evolving landscape of IP, FDA and SEC regulation, Biotech Briefings delivers timely insights for companies, investors, and industry stakeholders.

Stay tuned for expert analysis on:

  • Key FDA, FTC & SEC developments
  • M&A, financing & strategic partnerships
  • Market dynamics shaping investment & innovation

We invite you to follow along for actionable insights at the crossroads of law, business, and science.

The Gibson Dunn Life Sciences Team

Delaware Court of Chancery Opines on the Meaning of “Commercially Reasonable Efforts” in a Pharmaceutical Earn-Out Provision

| Posted by Ryan A. Murr; Karen A. Spindler; Todd J. Trattner; Topic(s): Delaware Law; M&A

Observations and drafting suggestions for CRE terms in merger agreements, licenses, and royalty purchase agreements.

On April 30, 2024, the Delaware Court of Chancery held that the buyer in a life sciences merger and its successor had not breached their contractual obligations under an earn-out provision to use commercially reasonable efforts (“CRE”) to achieve regulatory approvals for a pharmaceutical product. In Himawan, et al. v. Cephalon, Inc., et al., Vice Chancellor Glasscock found that the merger agreement’s definition of CRE for purposes of the earn-out provision, which referred to the efforts of a company with substantially the same resources and expertise as the buyer, required the Court to analyze whether a reasonable actor faced with the circumstances would continue to pursue the development of a drug that had failed to meet one of its co-primary endpoints in an earlier clinical trial.[1]

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Life Sciences Review and Outlook – 2024

| Posted by Ryan A. Murr; Branden C. Berns; Todd J. Trattner; Karen A. Spindler; Melanie E. Neary; Topic(s): Trends and Insights

This update provides a recap of 2023 highlights for capital markets, M&A activity, royalty finance transactions and clinical funding arrangements, along with expectations for 2024.

The past five years have been particularly tumultuous in the biopharma sector. Strong capital markets and M&A activity into early 2020 were whipsawed during the pandemic, with equity valuations climbing significantly through early 2021 before dropping dramatically through the fourth quarter of 2023.

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