Dr. Wenseng “Wendy” Pan, leader of Goodwin’s Life Sciences practice in Asia, specializes in mergers and acquisitions, technology-based transactions, licensing and strategic partnerships as well as financing transactions (including both venture/private equity financings and IPOs), especially in the life sciences and technology industries and in cross-border settings.
She has advised private equity firms in leveraged buy-outs and has represented financial institutions, technology, media and telecoms (TMT), biopharmaceutical, manufacturing, publishing, electronics companies and retail chains in stock and/or cash acquisitions, mergers, tender offers and going-private transactions. Wendy has advised on mergers and acquisitions transactions with an aggregate value over US $10 billion. She also advises on company formation, corporate governance, private and public financings.
Dr. Pan has advised life sciences companies and technology companies in structuring and negotiating complex strategic transactions and other commercial arrangements. Her practice covers product and technology licensing, strategic partnerships and joint venture formations and research, product development and commercialization collaborations as well as mergers and acquisitions and private investments. She has deep experiences in representing licensors as well as licensees, involving a broad spectrum of technologies. As a former scientist and a registered U.S. patent attorney, she possesses a unique set of skills for counseling her clients on intellectual property-related issues.
Her deep legal experiences, coupled with her unparalleled understanding about the businesses and technologies and her pragmatic approach have made her a trusted advisor and go-to person in the U.S.-China life sciences communities. According to one of her clients, she “is an incredibly intelligent lawyer who finds solutions for her clients. She is very personable and responsive — very good to deal with. I recommend her highly. She is one of the few lawyers in China on whom I rely, she understands both the Chinese and U.S. markets.” She has been recognized as a “deal broker” by BioWorld Today.
Dr. Pan has been recognized by IFLR1000 as a leading lawyer for M&A. She was also a recipient of the Legal Services Award by China M&A Association. In addition, she is recognized in the 2016 edition of Who’s Who Legal: Life Sciences (Transactional) and ranked for excellence by the 2023 edition of Chambers Greater China Region.
She served for two terms on the Board of Directors of The BayHelix Group, a not-for-profit organization with the mission to shape the growth of the life sciences and healthcare industry around the Pacific Rim and beyond. She has led the BayHelix’s HK Biotech IPO Task force since its formation, which, in collaboration with other industry organizations, has made important contributions in shaping the industry.Dr. Pan is fluent in Mandarin Chinese and English.
Dr. Pan’s experience in VC, PE, M&A, JV and licensing and strategic partnership in the life sciences industry includes advising:
- R-Bridge Healthcare Investment Advisory, Ltd. on its $60 million non-recourse loan agreement with Paratek Pharmaceuticals, Inc. (Nasdaq: PRTK). This transaction marks the first Chinese royalty-based financing.
- OncoImmue in its sale to Merck for an upfront payment of $425 million in cash, plus sales-based milestones as well as regulatory milestones, as well as pre-sale restructuring and asset spin-off.
- Allogene in forming a first-of-its kind joint venture with Overland Pharmaceuticals (backed by Hillhouse) to develop and commercialize allogeneic CAR-T to patients in Greater China and certain South East Asian countries and Overland’s $117 Million investment in the JV and Allogene’s licensing to the JV.
- Regenacy Pharmaceuticals in forming a joint venture with 3E Capital in China, following 3E Capital’s equity investment in Regenacy.
- Impact Therapeutics in forming a joint venture with Junshi Biosciences in China to develop and commercialize a PARP inhibitor for the treatment of cancers in Greater China.
- Xynomic in its merger with Bison Capital Acquisition Corp., a SPAC, in a Nasdaq IPO through a reverse take-over.*
- Harbour BioMed in its financing by Advantech and Legend Capital and its subsequent acquisition of Harbour Antibodies BV.*
- Lundbeck in its acquisition of Ovation Pharmaceuticals.*
- LYFE Capital in its sale of shares in Hangzhou Kangji Medical to TPG Asia.*
- Fresenius in its acquisition of calcitriol injectable asset from Xanodyne Pharmaceuticals.*
- Ikaria in its sale of INOvent® to GE Healthcare Systems.*
- Arch and Venrock in Hua Medicine’s $50m Series C financing.*
- Mevion, a U.S. medical device company, in forming a joint venture with Hopu and Yuanming.*
- BGI in its acquisition of Complete Genomics, Inc. through a tender offer.*
- K&L Consulting in its merger with Fountain Medical.*
- Tasly Pharmaceutical Holdings in forming a joint venture with Herbalife.*
- Aland Nutrition Holding Limited in its acquisition of Zhejiang Catalent Jiangyuantang Biotechnology from Catalent Singapore.*
- Catalent in establishing a joint venture with Shangpharma.*
- Charles River in acquiring 75% ownership and forming a joint venture with Vital River.*
- Stiefel (a GlaxoSmithKline company) in acquiring WBI-1001 from Welichem.*
- China Kanghui Holdings in its US$816 million sale to Medtronic.*
- LifeTech Scientific Corp in its global strategic partnership with Broncus Technology Inc.*
- Ambrx in its sale to a Chinese consortium consisting of Fosun, WuxiApptec, Everbright and Hopu.*
- Merck in forming a joint venture with Sun Pharmaceuticals to develop and commercialize innovative branded generic products in emerging marketing countries.
- CBC Capital in forming a joint venture with LinkedIn to launch LinkedIn’s operations in China.
- Cisco in establishing a US$ 200 million joint venture with China Electronics Software Information Service Co., Ltd
- Warner Brothers in forming a joint venture with Tencent for distributing movie titles over the internet.
*Denotes experience prior to joining Goodwin.
- Zai Laboratory in its PIPE investment, licensing and strategic partnership transaction with Macrogenics involving four programs.
- Neupharma in out-licensing the Greater China rights to its BRAF V600E inhibitor to Henlius.
- BridGene Biosciences in its strategic research collaboration and licensing agreement with Takeda, using BridGene’s proprietary IMTAC™ to identify targets and small molecule drug candidates for Takeda to develop into therapeutic, with over $500 million potential milestone payments plus royalties.
- I-Mab in its collaboration and license transaction with Complix to use Complix’s Alphabody platform to discover and develop antibodies against two immuno-oncology intracellular targets.
- Apollomics, Inc. in obtaining a worldwide (excluding Greater China) license from Edison Oncology, for the development and commercialization of EO1001, a protein tyrosine kinase inhibitor.
- Beijing Tide Pharmaceuticals in its out licensing agreement with Graviton Therapeutics for an aggregate upfront and milestones of over $500 million.
- Hinova in obtaining an exclusive license for the development, manufacturing and commercialization of AMC303 in oncology in the Greater China region.
- HiFiBio Therapeutics in its collaboration and licensing transaction with Kite for AML.
- I-Mab Biopharma in its licensing and strategic partnership transaction with AbbVie for its CD-47 program for up to $1.94bn, including $180m upfront payment.
- RTW in a series of transactions with Cytokinetics, including Ji Xing, a biotech company backed by RTW, in obtaining an exclusive license from Cytokinetics, to develop and commercialize CK-274 in Greater China as well as equity investment in Cytokinetics and acquisition of royalty stream from Cytokinetics.
- TransThera in granting an exclusive license to LG Chem under its rights for the development and commercialization of TransThera’s TT-01025 outside Greater China and Japan.
- MyoKardia, Inc. (Nasdaq: MYOK) in granting LianBio an exclusive license and forming a strategic collaboration to develop and commercialize mavacamten in China and other Asian territories.
- EpicenRx in its exclusive license agreement with Sciclone to co-develop and commercialize RRx-001, for the treatment of cancer in Greater China.
- Laekna Therapeutics in obtaining from Novartis an exclusive global license on FAZ053.
- Cloudbreak Bio-Pharmaceutical in its license agreement with China Grand Pharmaceutical related to CBT-001.
- I-Mab in its strategic alliance with Kalbe Genexine Biologics, a joint venture of Kalbe Farma Tbk and Genexine, Inc. for the commercialization of two I-Mab discovered product candidates.
- Flexion Therapeutics, Inc. in its exclusive license agreement with Hong Kong Tainuo Pharma Ltd. and Jiangsu Tainuo Pharmaceutical Co. Ltd. for the development and commercialization of Flexion’s product ZILRETTA® in Greater China.
- a Chinese biotech company in obtaining global (ex-Japan) rights to a Phase II oncology program from a Japanese pharmaceutical company.
- Shenzhen Salubris in its licensing and collaboration transaction with Japan Tobacco to obtain an exclusive license under JT’s intellectual property rights related to a hypoxia inducible factor in the Greater China;
- A Chinese biotech company in obtaining from AstraZeneca an exclusive global license to AZD4547, a Fibroblast Growth Factor Receptors (FGFR) inhibitor for FGFR-driven cancers;
- Ambrx in its licensing and collaboration transaction with Novocodex Biopharmaceuticals to jointly develop and commercialize Ambrx’s internally developed novel site-specific antibody-drug conjugates (ADCs);
- Ambrx in entering a global research and development collaboration and license agreement with Beigene;*
- Transcenta in obtaining exclusive licenses from Eli Lilly on a portfolio of novel biotherapeutics programs;*
- Novocure in granting an exclusive license to Zai Lab;*
- Everest Medicine in obtaining from Novartis an exclusive global license on FGF401.*
- Laekna in obtaining from Novartis an exclusive global license on ASB183 and UPB795 and CFG920.*
- Suzhou Kintor in obtaining from Pfizer an exclusive, worldwide license on PF-03446962.*
- Merus N.V. in its strategic collaboration with Simcere on multiple bispecific antibodies.*
- Xinogen in its license and collaboration agreement with Angiochem on ANG1005.*
- Harbour BioMed Holdings in obtaining exclusive licenses to two antibody programs from HanAll.*
- Xynomic in obtaining exclusive global licenses to abexinostat from Abbvie and two oncology programs from Boehringer Ingelheim.*
- Armetheon in its licensing and collaboration agreement with Lee’s Pharmaceuticals on Tecarfrin.*
- The Medicines Company in its licensing and strategic partnership agreement with SynBio Pharmaceuticals Inc. for IONSYS®.*
- GlaxoSmithKline in connection with its research collaboration and license agreement with PeptiDream.*
- GlaxoSmithKline in connection with the amendment of its Research Collaboration, License and Option Agreement with Isis Pharmaceuticals.*
- Takeda in connection with its licensing and development and commercialization collaboration with Intra-Cellular Therapies in order to develop selective phosphodiesterase type 1 (PDE1) inhibitors.*
- Lundbeck in connection with its collaboration and services agreement with Zenobia Therapeutics and Vernalis (R&D) Limited for developing drug candidates that inhibit LRRK2 activity.*
- Lundbeck in its licensing and development and commercialization collaboration agreement with Kyowa Hakko Kirin regarding adenosine A2A antagonist products.*
- GlaxoSmithKline in its antisense drug collaboration with Isis Pharmaceuticals for the development and commercialization of therapeutics for rare disease and infectious diseases.*
- Valeant’s predecessor Biovail in its collaboration with Alexza Pharmaceuticals to develop and commercialize Staccato Loxapine and with Acadia Pharmaceuticals to develop and commercialize Pimavanserin.*
- Takeda in its development and commercialization collaboration and technology transfer transaction with Alnylam relating to RNAi therapeutics.*
- Shire in its development and commercialization collaboration with Alba Therapeutics for AT-1001.*
- Adolor in its strategic collaboration with Pfizer for delta opioid agonists.*
- Cardiokine in its development and commercialization collaboration with Biogen Idec for lixivaptan.*
*Denotes experience prior to joining Goodwin.
- HiFiBiO in its $75m Series D financing co-led by Mirae Capital and B-Capital.
- Apollomics in its $124m Series C financing led by PingAn Capital.
- iNeuro in its Series A financing.
- Hightide Therapeutics in its Series B+ financing.
- AccurGen in its formation and Series Seed financing by Pharmaron.
- ORI Capital in its Series A investment in AffyImmune.*
- Alphamab in its pre-IPO restructuring and receiving over $100m investment from Advantech, PAG, China Reform, OrbiMed, Ally Bridge, etc.*
- Xynomic Pharma in its pre-IPO financing from Northern Light and other investors.*
- Perfect Ease Ventures in its convertible note investment in JHL in its going private/pre-IPO transaction.*
- Junson Capital and other investors in obtaining an exclusive China right to certain diagnostic lab services from a US diagnostic lab and related Series A equity investment in Salvoe.*
- Tasly in obtaining an exclusive China right to certain diagnostic lab services from CardioDx.*
- VMS in its investment in Profusa, a US healthcare IT company.*
- Arch and Venrock in Hua Medicine’s $50m Series C financing by Harvest Capital and other investors.*
- Ascletis Bioscience Co Ltd. in connection with investment by Goldman Sachs.*
- Ascletis Bioscience Co Ltd. in connection with investments by investors lead by CBridge Capital.*
- Elpiscience in its Series A financing by Lily Asia Ventures.*
- Angex in its Series A financing by Lily Asia Ventures.*
- Asieris in its Series B financing by Phoenix Capital.*
- Hightide Bio in its Series A financing.*
- GP Capital, a Shanghai based Chinese VC fund, in leading the Series C investment in MicuRx.*
- OrbiMed in its Series A investment in CBT Bio, a US biotech company.*
- GenEros Bio in its bridge financing and license from National University of Singapore.*
- ZD Medical in its strategic investment in Varocto Inc.*
- Asieris Biosciences in its bridge loan and Series A financing by Taifu Capital.*
- Adagene Inc. in its Series A financing from Fidelity Biosciences, Fidelity Asia Growth, and WuXi Venture.*
- Baker/Tisch Investments LLC in connection with its investments in GeneWorks and 7TM.*
- Apollomics’ pending Hong Kong IPO.
- Ambrx’s $126m NYSE IPO
- Xynomic’s Nasdaq IPO through deSPAC.*
- Alphamab’s $350 million HK IPO.*
- Haohai Healthcare’s $305 million HK IPO.*
- A life sciences company specialized in gene sequencing in its proposed HK IPO.*
- The Goldman Sachs Group in a shelf take-down of €900 million floating rate notes and €350 million 6.5% notes.*
- Goldman, Sachs & Co. as the underwriter of Providian Financial Corporation’s shelf take-down of $350 million convertible senior notes.*
- Aon Capital Markets as the initial purchaser in a Rule 144A/ Regulation D offering of common stock and a Rule 144A/Regulation S offering of floating rate notes of Domestic in connection with an insurance securitization transaction.*
- Hayes Lemmerz International in a Rule 144A/Regulation S offering of senior unsecured notes in connection with its Chapter 11 reorganization.*
*Denotes experience prior to joining Goodwin.
Areas of Practice
Columbia University School of Law
- HK Registered Foreign Lawyer (New York)
- New York
- U.S. Patent and Trademark Office (USPTO)