Thomas
Duley

Adjunct Professor of Law

Biography

Thomas (Tom) Duley has extensive experience representing life sciences companies in a wide range of technology and intellectual property transactions, including strategic collaborations, joint ventures, licenses, asset purchase and sale transactions and other commercial transactions. Tom brings problem-solving creativity and operational experience to clients ranging from startups to large public corporations. His experience also includes numerous cross-border transactions, including working with clients to develop and commercialize products in China.

Tom was recently named the 2018 “Finance & Transactional Attorney of the Year: Licensing & Collaboration” by LMG Life Sciences and received the “Trusted Advisor” award from The Recorder in 2017.

Experience

  • Represented Dermira Inc, in a license agreement under which Dermira obtained exclusive, global rights from F. Hoffman-La Roche and Genentech, Inc., to develop and commercialize a clinical-stage antibody for atopic dermatitis. Up to $1.4 billion in upfront and milestone payments may be paid.
  • Represented Jounce Therapeutics, Inc., in a strategic collaboration with Celgene Corporation to develop and commercialize immuno-oncology products. Jounce was paid $225 million upfront and is eligible to receive up to $2.3 billion in milestones across all programs reaching commercialization, plus profit sharing in the U.S. and tiered royalties on ex-U.S. sales.
  • Represented Nurix, Inc., in a strategic collaboration with Celgene Corporation for the discovery, development and commercialization of novel small molecule therapeutics in oncology, inflammation and immunology. In 2016, LMG Life Sciences recognized this transaction as a “Collaboration Impact Deal of the Year.”
  • Represented Dermira, Inc. (NASDAQ: DERM) in an option and license agreement whereby Almirall, S.A. (BME: ALM) acquired an option to license rights to develop and exclusively commercialize lebrikizumab for the treatment of atopic dermatitis and certain other indications in Europe.
  • Represented Auransa, Inc., an AI-driven pharmaceutical company that is developing precision medicines in areas of significant unmet medical need, in a licensing agreement granting China Oncology Focus (an affiliate of Lee’s Pharmaceutical Holdings Ltd.) exclusive rights to develop and commercialize Auransa’s AU018 in China and other countries of Southeast Asia.
  • Represented SciClone Pharmaceuticas, Inc. in the following transactions:
    • An Exclusive License Agreement with Soligenix Inc. granting tights to SciClone to develop, promote, market, distribute and sell SGX942, a novel first in-class therapy being developed for the treatment of oral mucositis in patients with head and neck cancer, in China as we;; as Taiwan, South Korea and Vietnam, and a Stock Purchase Agreement under which SciClone acquired $3 million of Soligenix’s common stock.
    • An Exclusive License Agreement with Ability Pharmaceuticals SL, of Barcelona, Spain, under which SciClone in-licensed Greater China rights to the solid tumor drug candidate ABTL0812 in a deal potentially worth $20 million.
    • A Development & Commercialization Agreement with Theravance Biopharma, Inc. under which SciClone has exclusive rights to develop and commercialize Vibativ® (televancin) in China and certain adjacent territories for hospital-acquired bacterial pneumonia and ventilator-assisted bacterial pneumonia (HABP/VABP)
    • A License Agreement and Product Commercialization Agreement with The Medicines Company under which SciClone will have the right to commercialize Angiomax®, an anticloagulant, and Cleviprex®, a calcium-channel blocker, in China.
    • A Collaboration and Option Agreement with Phosplatin Therapeutics under which SciClone obtained an exclusive license for the platinum agent, PT-112, for development and commercialization in China and certain adjacent territories to treat solid tumors.
    • A Collaboration and License Agreement with Taiwan Liposome Company under which SciClone obtained the exclusive rights in China, Hong Kong and Macau to promote, market, distribute and sell ProFlow® for the treatment of peripheral aterial disease (PAD) and other indications.
  • Represented Plexxikon Inc., a member of Daiichi Sankyo Group, and Merk in a Clinical Trial Collaboration Agreement under which the parties will evaluate the combination of PLX3397, Plexxikon’s investigational CSF-1R inhibitor, and KEYTRUDA® (pembrolizumba), Merck’s anti-PD-1 therapy, in patients with advanced melanoma or solid tumors.
  • Represented Five Prime Therapeutics in the following transactions:
    • Five Prime Therapeutics (NASDAQ: FPRX) in a strategic research collaboration and license agreement with Inhibrx for Inhibrx’s novel glucocorticoid-induced tumor necrosis factor receptor (GITR) antibody program.
    • Five Prime Therapeutics in an exclusive License Agreement with bluebird bio to develop chimeric antigen receptor (CAR) T cell therapies for hematologic malignancies and solid tumors.
    • Five Prime Therapeutics in an exclusive Collaboration Agreement with Bristol-Myers Squibb to discover novel immune-oncology therapies.
    • A Clinical Trial Collaboration Agreement with Bristol-Myers Squibb to evaluate BMS’s product, Opdivo, in combination with Five Prime’s CSF-1R antibody, known as FPA008.
    • Five Prime Therapeutics in a Research Collaboration Agreement with Adimab LLC to develop and optimize therapeutic monoclonal antibodies, initially focused on cancer immunotherapy.
  • Represented Cancer Prevention Pharmaceuticals (CPP) in the following transactions:
    • An option and collaboration agreement with Sucampo Pharmaceuticals, Inc. under which CPP grants Sucampo an option to acquire an exclusive license to commercialize in North America the CPP-1X/sulidac combination product, which is in a Phase 3 clinical trial for the treatment of familial adenomatous polyposis (FAP). CPP received $3 million in option fees and a $5 million investment in the form of a convertible note in 2016. In 2017, CPP received additional $9.5 million from Sucampo in the form of option payments and a convertible note investment in accordance with the terms of this agreement. The licensing deal was completed in August of 2018, resulting in a 50/50 profit share and additional payments up to $185 million dependent on achieving clinical development and sale milestones.
    • An exclusive license with Tillotts Pharma AG for European and Japanese rights to develop and commercialize a treatment for FAP and other gastrointestinal conditions.
  • Represented Galaxy Biotech, LLC, in the following agreements:
    • A license to Roche of exclusive worldwide development and commercialization rights of its antibodies targeting fibroblast growth factor 2 (FGF2) for the treatment of cancer.
    • A worldwide exclusive license to Five Prime Therapeutics, Inc. for the development and commercialization of monoclonal antibody (known as FPA114) that inhibits FGF receptor 2b to treat gastric cancer and possibly other solid tumors.
  • Represented Piramal Imaging SA in an exclusive license to Ci-Co Healthcare under which Ci-Co will sell Piramal’s PET-imaging agent, the radio-labeled compound florbetaben F18, for the detectionof amyloid plaques associated with Alzheimer’s disease, in South Korea.
  • Represented TheraVida, Inc., in its exclusive license to SK Chemicals Co., Ltd., of rights to develop and commercialize THVD-201 and THVD-202 in South Korea
  • La Jolla Institute for Allergy and Immunology (LIAI) in a six-year extension of its existing research alliance with Kyowa Hakko Kirin California, Inc., a wholly-owned subsidiary of Kyowa Hakko Kirin Co., Ltd., a global specialty pharmaceutical company, under which LIAI will receive a combination of discretionary research funding, and funds dedicated to specific projects to be selected by a steering committee of La Jolla Institute and Kyowa Hakko Kirin leaders.
  • CHDI Foundation, Inc., in research agreements related to Huntington’s Disease, including with Sangamo Biosciences, IsisPharmaceuticals, Inc., GNS Healthcare, the Friedrich Miescher Institute for Biomedical Research (part of the Novartis Research Foundation), Siena Biotech, SpA and Galenea Corporation.
  • PDL BioPharma, Inc., in its spinoff of, and cross-license agreement with, Facet Biotech Corporation (acquired in 2010 by Abbott for $450 million).

*Some of the matters above were handled prior to joining Sidley.

Speaking Engagements:

  • Strategies for Successful In-Licensing and Acquisitions & Impact of CFIUS Development on Deal Structuring and Execution”, Sidley Austin, November 2018

Admissions & Certifications:

  • California

Education

  1. University of California, Davis School of Law (King Hall) 1995

    J.D.

  2. University of California, Los Angeles 1987

    Masters in Architecture

  3. University of California, Los Angeles 1983

    B.A.