Wenseng Wendy Pan

Wenseng “Wendy” Pan, J.D. & Ph.D.

PartnerLeader of Asia Life Sciences
Spoken Languages
English Mandarin
Wenseng “Wendy” Pan, J.D. & Ph.D.
New York
+1 212 813 8887

Dr. Wenseng “Wendy” Pan, Leader of Goodwin’s Asia Life Sciences practices, specializes in complex mergers and acquisitions, licensing and strategic partnership as well as private and public financing transactions, especially in the life sciences and technology industries and in cross-border settings. 

She has extensive experiences in both private and public mergers and acquisitions (M&As).  She has advised buyers and sellers in biopharmaceutical, financial, TMT, manufacturing, consumer and other industries in stock and/or cash acquisitions, mergers, asset sales, tender offers, going-private and deSPAC transactions. She is a trail-blazer in cross-border M&A transactions involving Chinese companies.  Her representations include the first acquisition of a US Nasdaq company by a PRC company, the first sale of a therapeutic asset invented in China to a global big pharma and first royalty financing transaction on royalty stream from China.

A renowned cross-border business lawyer, she has deep experiences in structuring and negotiating complex in-licensing, out-licensing and strategic transactions, involving a variety of technologies, modalities and therapeutic areas, from early stage research collaborations in drug and target discoveries, to development stage collaborations and cost/profit sharing options, and to commercial stage collaborations, such as co-promotion/co-marketing agreements.

She advises companies at all stages, addressing a broad spectrum of transactional legal needs, from initial company formation, corporate governance, to growth stage financing, strategic partnerships and joint ventures, to IPO and M&A exits.  Teaming up with litigation partners, she also helps her clients in resolving contractual disputes in life sciences partnerships.

Dr. Pan has been recognized by IFLR1000 as a leading lawyer for M&A. In addition, she is recognized in the 2016 edition of Who’s Who Legal: Life Sciences (Transactional) and ranked for excellence by Chambers for Life Sciences in the Greater China Region.  She is the 2023 recipient of Biocentury/BayHelix “Woman Leader of the Year” Award and nominated for the 2023 LMG“Licensing Lawyer of the Year” Award.

Dr. Pan is the chair of the BayHelix Group, a not-for-profit life sciences professional association.

Dr. Pan is fluent in Mandarin Chinese and English.

Experience

Dr. Pan’s experience in VC, PE, M&A, JV and licensing and strategic partnership in the life sciences industry includes advising:

Representative Matters

  • KBP Biosciences in its sale to Novo Nordisk of ocedurenone, a drug for uncontrolled hypertension with potential application in cardiovascular and kidney disease, for up to $1.3 billion
  • 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
  • Chia Tai‑Tianqing Pharma (CTTQ), a subsidiary of Sino Biopharma, in its acquisition of global rights to an anti-LAG3 mAb from Symphogen A/S, a subsidiary of Servier.
  • Xynomic in its merger with Bison Capital Acquisition Corp., a Nasdaq SPAC, through a reverse take-over*
  • Harbour BioMed in its financing by Advantech and Legend Capital and its subsequent acquisition of Harbour Antibodies BV*
  • Ambrx in its sale to a Chinese consortium consisting of Fosun, WuxiApptec, Everbright and Hopu* 
  • BGI in its acquisition of Complete Genomics, Inc. through a tender offer*
  • 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*
  • Jiangsu Phoenix Education Publishing Co., Ltd. in acquiring Publication International Ltd. and spinoff of certain assets*
  • 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*
  • Charles River in acquiring 75% ownership and forming a joint venture with Vital River*
  • Stiefel (a GlaxoSmithKline company) in acquiring ex-China rights to 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*
  • Merck in forming a joint venture with Sun Pharmaceuticals to develop and commercialize innovative branded generic products in emerging marketing countries
  • HID, a subsidiary of Assa Abloy, in acquiring Shenzhen Peak Electronics and related restructuring*
  • Changyou.com in its acquisition of 17173.com from Sohu*
  • Loews Corporation in its acquisition of publicly owned shares of Bulova Corporation*
  • Koninklijke Philips Electronics in its acquisition of Voice Control Systems through a tender offer*
  • Intermedia Communications in its $1.3 billion merger with a subsidiary of WorldCom*
  • Ultimate Electronics, Inc. in its asset sale to Mark Wattles Enterprises*
  • Avis Fleet Leasing and Management Corporation in its stock acquisition of First Fleet Corporation*
  • JLL Partners in its stock acquisition of CHI Overhead Doors*
  • Ford Motor Company in its acquisition of The Beanstalk Group and its affiliated entities and spinoff of certain assets*

*Denotes experience prior to joining Goodwin.

  • R-Bridge Healthcare Investment Advisory, Ltd. in its $40 million royalty-based financing agreement with Trevena based on Trevena’s license agreement in China
  • OrbiMed Asia in forming a joint venture with Kinnate Biopharma to develop Kinnate’s RAF inhibitors for the Chinese market
  • R-Bridge Healthcare Investment Advisory, Ltd. in its $60 million non-recourse loan agreement with Paratek Pharmaceuticals, Inc. (Nasdaq: PRTK). This transaction marks the first Chinese royalty-based financing
  • Allogene in forming a first-of-its kind joint venture with Overland Pharmaceuticals (a Hillhouse affiliate) to develop and commercialize allogeneic CAR-T to patients in Greater China and certain South East Asian countries and Overland’s $117 Million investment in the JV and Allogene’s licensing to the JV
  • Regenacy Pharmaceuticals in forming a joint venture with 3E Capital in China, following 3E Capital’s equity investment in Regenacy  
  • Impact Therapeutics in forming a joint venture with Junshi Biosciences in China to develop and commercialize a PARP inhibitor for the treatment of cancers in Greater China
  • Ikaria in its sale of INOvent® to GE Healthcare Systems*
  • Mevion, a U.S. medical device company, in forming a joint venture with Hopu and Yuanming*
  • Tasly Pharmaceutical Holdings in forming a joint venture with Herbalife*
  • Catalent in establishing a joint venture with Shangpharma*
  • LifeTech Scientific Corp in its global strategic partnership with Broncus Technology Inc*
  • Merck in forming a joint venture with Sun Pharmaceuticals to develop and commercialize innovative branded generic products in emerging marketing countries
  • CBC Capital in forming a joint venture with LinkedIn to launch LinkedIn’s operations in China
  • Cisco in establishing a US$ 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.

  • Shanghai Argo in two exclusive license and collaboration agreements with Novartis for its siRNA programs, for $185 million upfront payment, with a combined potential value of up to $4.165 billion for Argo and tiered royalties
  • Pfizer (Seagen) in an exclusive global license agreement with Nona Biosciences to develop an ADC in solid tumors for $53 million in upfront and near-term payments, up to $1.05 billion milestones and tiered royalties
  • Biotheus in its exclusive license granting BioNTech a right to develop and commercialize bispecific antibody globally excluding Greater China, for an upfront of $55 million, and milestone potentially totaling over $1 billion as well as tiered royalties
  • Duality in expanding its collaboration with BioNTech to a third ADC candidate globally (excluding Greater China)
  • Duality in granting Beigene an exclusive option for a global clinical and commercial license to an investigational preclinical ADC therapy for an upfront payment and contingent additional payments based totaling up to $1.3 billion, in addition to tiered royalties
  • Biotheus in its research collaboration and licensing transaction with BioNTech for two antibodies and certain VHH binders
  • C4 Therapeutics in its exclusive licensing agreement with Betta Pharmaceuticals for Greater China and PIPE financing
  • Duality in its exclusive license and collaboration agreements for two ADC assets with BioNTech for upfront totaling $170 million, and milestone payments potentially totaling over $1.5 billion
  • OncoC4 in its exclusive worldwide license and collaboration agreement with BioNTech on OncoC4's anti-CTLA-4 monoclonal antibody candidate for an upfront payment of $200 million
  • Sichuan Kelun in its licensing and collaboration transaction with Merck for seven pre-clinical ADC programs for $175 million upfront and potential up to $9.3 billion milestone payments
  • Seagen in its exclusive license and collaboration agreement with Zai Lab for the development and commercialization of TIVDAK® in Greater China
  • Inventiva in its exclusive license and collaboration agreement with CTTQ for the development and commercialization of Lanifibranor in Greater China
  • Jemincare in its exclusive worldwide license agreement with Roche and Genentech for its androgen receptor degrade for an upfront of $60 million and up to $590 million milestones
  • Cugene in its option to license agreement with AbbVie, granting Abbvie an option to obtain an exclusive worldwide license to its clinical-stage Treg-selective IL-2 muteins
  • Sichuan Kelun in its collaboration and exclusive global license agreement with Merck, to develop an ADC for the treatment of solid tumors, with an upfront payment of $35 million and commercial milestone payments up to $901 million
  • Sichuan Kelun in its exclusive option for exclusive license and collaboration agreement with Merck, granting Merck an exclusive license in the world except Greater China and its subsequent exercise of the option for $47 million upfront and up to $1.4 billion milestone payments
  • HTDK Group in its collaboration and distribution agreement with Sofwavce Medical Ltd to accelerate Sofwave’s product regulatory approval and commercialization in China
  • Seagen in the exclusive worldwide license and co-development agreement for Disitamab Vedotin with Remegen
  • Huadong Pharmaceutical Co. in its licensing agreement with AKSO Biopharmaceutical, Inc., for the development and commercialization of a bi-functional fusion protein inhibiting immune checkpoint and activating natural killer (NK) cells for the treatment of solid tumors, in the Asia Pacific region (excluding Japan)
  • Zai Laboratory in its PIPE investment, licensing and strategic partnership transaction with Macrogenics involving four programs
  • CardioFocus in its licensing and distribution agreement with China Grand Pharma for the development and commercialization of the HeartLight X3 System in Greater China
  • Neupharma in out-licensing its BRAF V600E inhibitor to Henlius
  • TransThera in obtaining an exclusive license from LG Chem under its rights for the development and commercialization of LC510255, a drug candidate for autoimmune diseases.
  • Novita in out-licensing its fascin inhibitor to Double Crane Pharmaceuticals
  • 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
  • SciNeuro Pharmaceuticals in its collaboration and license agreement with Mabylon AG to collaborate on development of novel therapeutics for neurological diseases
  • 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 out licensing its ROCK2 inhibitor to 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
  • 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, a small molecule therapeutic for Celiac disease and IBD*
  • 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
  • A Chinese VC fund in Series B+ investment in United Sequencing Technology, a Boston based company
  • iNeuro, a Boston based biotech, in its Series A financing
  • BridGene in its Series A financing
  • AIM-HI and AFCR in Series Seed financings in Stromatis, Window Therapeutics and Akrotome
  • Valo Health in its Series B Preferred financing
  • Hightide Therapeutics in its Series B+, C and C+ financings
  • AccurGen in its formation and Series Seed and Series Seed+ financings
  • Yunfeng in its Series B investment in Cutia
  • 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*
  • Alibaba in its investment in visa services company ByeCity*
  • Sailing Capital as a co-investor in the Series F financing for Mobileye N.V.*
  • VIP Store in obtaining an equity investment from, and forming a commercial partnership with, Macy’s*

*Denotes experience prior to joining Goodwin.

Credentials

Education

JD

Columbia University School of Law

(Harlan Fiske Stone Scholar)

PhDChemistry

Columbia University

(Pegram Award)

BS

Fudan University

(First Class honors)

Admissions

Bars

  • New York
  • U.S. Patent and Trademark Office (USPTO)