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Mentzel and Udell Handle Corporate Matters for Innocoll Holdings, Inc.

November 2008

Innocoll Holdings, Inc. is a privately held pharmaceutical company with operations in Ireland, Germany and South Africa, focused on biodegradable surgical implants and topically applied healthcare products. For many years, Innocoll manufactured and sold its lead product, the Gentamicin Surgical Implant, outside of the United States under an exclusive license arrangement with Schering Plough. In 2005, Michael Mentzel and Ryan Udell, working with the company's senior management team, negotiated the acquisition of the marketing and distribution rights to the Gentamicin Surgical Implant from Schering Plough. Innocoll then established an international marketing and distribution network for the product.

In 2007, we represented the company in the sale of its lead product and its European sales and marketing infrastructure to EUSA PHARMA, Inc. Under this transaction, EUSA was provided with rights to Innocoll's Gentamicin Surgical Implant for worldwide markets except the U.S. EUSA also was provided rights to additional products under development by Innocoll. Our representation included negotiation of the asset sale agreement and related commercialization, development and license agreement and manufacturing and supply agreement. Following this transaction, we represented the company in the sale of $30 million convertible preferred stock in a private placement to three institutional investors: Camulos Capital LP; Newsmith Asset Management LLP; and Morgan Stanley & Co., Inc. As part of this transaction, the existing principal shareholders of the company converted existing loans, totaling approximately $16 million, to convertible preferred stock resulting in a total equity transaction value of more than $45 million.

Michael and Ryan negotiated the stock purchase agreement on behalf of the company and performed a range of other services in connection with the recapitalization of the company. These funds provided necessary capital for Innocoll to continue development of its products.

In the summer of 2008, Michael and Ryan represented Innocoll in the negotiation of the exclusive license agreement with Baxter Healthcare Corporation for its lead product, the Gentamicin Surgical Implant, in the United States. This contract included a substantial upfront payment, milestone payments based on sales volumes and a long term manufacturing and supply arrangement.  

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