About a year ago, Baker, Donelson, Bearman, Caldwell & Berkowitz partner Robert Brazier settled patent-infringement litigation that had been filed against his client, River’s Edge Pharmaceuticals LLC. Now, Brazier said he has negotiated a new marketing deal for his client.

River’s Edge in August signed a non-exclusive patent license agreement with DUSA Pharmaceuticals Inc., which allows the Suwanee, Ga., company to manufacture and market a prescription product similar to DUSA’s Nicomide acme medication. In exchange, DUSA will receive a share of the sales of the River’s Edge product, according to a regulatory filing made by DUSA. Reed Smith advised DUSA on the patent license agreement.

In conjunction with its patent license agreement with River’s Edge, Wilmington, Mass.-based DUSA announced that it was exploring options to sell Nicomide and its related patent. Nicomide is available in cream, gel and tablet form.

The patent license agreement came after DUSA had sued River’s Edge, claiming that the company had infringed its Nicomide patent. That suit was settled in October 2007. Brazier and Baker Donelson of counsel Joshua Tropper represented River’s Edge in the litigation.

In separate litigation, Graceway Pharmaceuticals LLC filed a suit against River’s Edge in March, claiming false advertising. Graceway argued that River’s Edge falsely promotes its benzoyl peroxide gel products as being “generically equivalent” to its own Benziq acne medication, according to a news release. That case, in U.S. District Court for the Northern District of Georgia, is ongoing. Brazier and Tropper are representing River’s Edge in that litigation. Arnall Golden Gregory partners Andrew Flake and Clark Sullivan are representing Graceway.

The sky might be falling on Wall Street, but deals keep happening.

A Swedish maker of healthcare products leaned on Alston & Bird for legal advice on its most recent deal, according to the law firm. Getinge AB, of Getinge, Sweden, announced today that it had agreed to acquire Datascope Corp. for $865 million in cash. Getinge will finance the offer using a credit line from Skandinaviska Enskilda Banken AB of Stockholm. The deal requires approval from regulators and Datascope shareholders.

Datascope, based in Montvale, N.J., makes products used in the areas of cardiac assist and vascular surgery. Getinge makes a wide range of products used in the healthcare industry, including disinfecting equipment and hospital beds.

Alston partners Steve Pottle and Mark Ray in Atlanta were counsel to Getinge, along with associate Perry Smith. Getinge is a regular client for Pottle and Ray. The two lawyers advised the Swedish company last year when it acquired assets similar to Datascope’s: Getinge purchased the cardiac surgery and vascular surgery businesses of Boston Scientific for $750 million.

Dechert was corporate counsel to Datascope on the Getinge agreement.

Two Wall Street investment banks that have been in the headlines in recent days were advisers on the deal. Merrill Lynch, soon to be a subsidiary of Bank of America, provided investment advice to Getinge. Lehman Brothers, which filed for bankruptcy protection this week, advised Datascope.

In a market where multibillion-dollar deals have become somewhat rare, Paul, Hastings, Janofsky & Walker partner Tinley Anderson in Atlanta spent the past three months working on such a deal. Sciele Pharma Inc. tapped Anderson for legal counsel on its acquisition agreement with a Japanese drugmaker.

Shionogi & Co. announced today that it agreed to acquire Sciele for $1.42 billion. The price includes a cash tender offer totaling $1.1 billion and $325 million to redeem a bond convertible into shares of Sciele.

Sciele, of Atlanta, markets drugs made by third parties, including the Allegra antihistamine drug and women’s health products such as Prenate-brand prenatal vitamins. Shionogi, headquartered in Osaka, makes the Crestor cholesterol drug and owns the Japanese marketing rights to OxyContin and Claritin.

Shionogi was interested in Sciele because Shionogi has only a minor presence in the U.S., and Sciele does most of its business here, Anderson said.

“One of the best ways to break into a new market is to purchase someone with a tried and true sales force,” Anderson said.

More than 80 percent of Sciele’s employees are sales representatives, according to a regulatory filing. Sciele’s three largest customers are national drug wholesale companies—AmerisourceBergen Corp., Cardinal Health Inc. and McKesson Corp.

Sciele has its own research department and submits products for U.S. Food and Drug Administration approval. But Sciele primarily is involved in the acquisition of licenses of other companies’ products. Paul Hastings has negotiated all of these licensing and marketing agreements on behalf of Sciele, Anderson said. These include pacts with many of the big players in the global pharmaceutical industry, such as AstraZeneca, Bayer Healthcare, Pfizer and Wyeth.

Sciele is able to handle most of the intellectual property legal work on these licensing, marketing and distribution agreements in-house, because Sciele General Counsel Leslie B. Zacks is an IP lawyer, Anderson said. Anderson and Zacks are both former partners at Hunton & Williams’ Atlanta office.

Paul Hastings has also done corporate and securities work for Sciele since 2003, including a $325 million convertible debt offering, and Sciele’s $110 million acquisition of Alliant Pharmaceuticals Inc. in June 2007.

Paul Hastings partner Elizabeth Noe advised Sciele on securities matters in the Shionogi transaction, and associates Michael Greene and Clare Arguedas worked with Anderson. Davis Polk & Wardwell advised Shionogi.

The transaction does not require approval from the U.S. Food and Drug Administration, Anderson said.

King & Spalding partner Nikki Reeves and counsel Connie Fore Dotzenrod were regulatory counsel to General Electric Co. on its $860 million purchase of Vital Signs Inc.

GE bought Totowa, N.J.-based Vital Signs to expand its offering of anesthesia and respiratory products. GE will combine Vital Signs with its GE Healthcare unit. GE Healthcare makes ultrasound scanners, cardiology monitors and other products.

Dotzenrod, based in Atlanta, is a member of King & Spalding’s healthcare practice group. Reeves works in the firm’s Food and Drug Administration practice group in Washington. Allen & Overy partner Peter Harwich in New York was corporate counsel to GE. Lowenstein Sandler was corporate adviser to Vital Signs.

A Gwinnett County company that makes treatment devices for prostate cancer this month nailed down an acquisition agreement. If it closes, it will be Theragenics Corp.’s third acquisition in four years. Powell Goldstein partner Rick Miller has been there for all of the deals.

Miller [see photo, right] was lead corporate counsel to Theragenics, of Buford, on its agreement to purchase NeedleTech Products Inc. of Attleboro, Mass. for $47.8 million in cash. NeedleTech makes specialty needles used in cardiology, orthopedic, endoscopy, urology and other medical markets.

Miller’s team included Powell Goldstein partners Robert Lewinson and Paul Concannon and associates Amanda Norcross and Toby Butler. Miller worked with Theragenics general counsel Tracy C. Caswell, a former Powell Goldstein attorney.

In 2005 Theragenics acquired medical-device maker CP Medical for $19 million. And in 2006, Theragenics’ target was Galt Medical Corp., which was bought for $34 million.

Three big Atlanta law firms – King & Spalding and Morris, Manning & Martin on one side, Kilpatrick Stockton on the other – worked on Piedmont Healthcare’s acquisition of a cardiologists’ practice group.

Piedmont acquired Cardiac Disease Specialists PC in June for undisclosed terms. Piedmont relied on two firms for legal counsel: Morris Manning partners Daniel Mohan and Robert Threlkeld; and King & Spalding partner Glen Reed.

Piedmont General Counsel Jay Mitchell declined to provide specifics on how the legal duties were divvied up between the two law firms. Unlike the acquisition of a hospital, a healthcare company’s purchase of a medical practice group doesn’t require state or federal regulatory approval, Mitchell said.

Kilpatrick Stockton partners Phillip Street and Craig Smith were counsel to Cardiac Disease Specialists. The practice group employs 17 physicians in 11 locations, including Buckhead and Vinings. Piedmont also acquired Cardiac Disease Specialists’ sleep-disorders center as part of the deal.

The same three law firms were also counsel on Piedmont’s November acquisition of Atlanta Cardiology Group PC. Piedmont Healthcare operates its flagship Piedmont Hospital on Peachtree Road, as well as three community hospitals in Georgia.

A New York hedge fund recently went after one of David Stockton’s clients, launching a proxy battle for control of Alabama healthcare software company Emageon Inc. But instead of fighting a crippling battle to the death, it appears that the Kilpatrick Stockton partner reached a compromise with the activist investors on behalf of Emageon.

Stockton faced a formidable foe. The activist shareholder, Oliver Press Partners LLC, is led by Augustus “Gus” Oliver, a former Skadden, Arps, Slate, Meagher & Flom M&A partner whose activist hedge funds prompted big changes at Gillette and United Airlines in the 1980s. But Stockton’s foe also had a weak spot. One of the people Oliver Press Partners nominated to serve on Emageon’s board, Clifford Press, had an arrest record.

Oliver Press Partners this year launched a proxy battle for control of Birmingham, Ala.-based Emageon. Oliver Press Partners, which owns about 16.6 percent of Emageon’s outstanding stock, complained that Emageon wasn’t trying hard enough to sell itself and that its stock was “trading at an extreme discount valuation when compared to enterprise software trading levels,” according to regulatory filings.

But Emageon replied that it had sought buyers but had not received strong offers and that its stock price was in the toilet like other companies of its ilk. Emageon sells software to hospitals and healthcare-management organizations that allows doctors to view and manage digital medical images. Emageon said in a regulatory filing that it and its peers have been hammered by “decreases in government reimbursement programs.”

Instead of a proxy battle, Emageon and Oliver Press Partners cut a deal. Rather than ask all shareholders to vote on Oliver Press Partners’ slate of candidates, the two sides agreed to expand the size of Emageon’s board, and that three Oliver Press Partners nominees would join the board - Gus Oliver, Benner Ulrich and third director to be named later.

Clifford Press, whom Oliver Press Partners originally nominated, did not make the final list. Clifford Press had been arrested in March 2007 “for assaulting a 73-year old female motorist,” Emageon said in a regulatory filing. “We understand that these charges were later dismissed, but his arrest raises concerns about Mr. Press’ ability to react thoughtfully and carefully under stressful circumstances.”

In addition to expanding its board to make room for the Oliver Press Partners representatives, Emageon agreed that it would continue to pursue strategic alternatives, including a sale of the company.

Stockton [see photo, right] declined to comment on the proxy battle. Lowenstein Sandler partner Allen B. Levithan in Roseland, N.J. was adviser to Oliver Press Partners.

News from Israel between 2002 and 2004 was dominated, as ever, by tensions between Israelis and Palestinians.

But behind those problems Smith, Gambrell & Russell partner Jonathan M. Minnen was flying into Ben-Gurion International Airport near Tel Aviv on a regular basis to drum up business for his firm’s Israeli initiative, which handles legal work for Israeli companies needing legal advice for their U.S. business interests.

Minnen said his frequent flying has paid off for Smith Gambrell. The firm has advised a number of Israeli companies on American business deals. The most recent is Minnen’s work on behalf of MediVision Medical Imaging Ltd. of Yokneam, Israel, which merged with Ophthalmic Imaging Systems of California. Troutman Sanders partner Henry I. Rothman in New York was adviser to Ophthalmic Imaging.

Smith Gambrell’s decision to pursue work for Israeli companies grew out of its long history for international work, Minnen said. The firm has advised companies in Germany, the United Kingdom and Colombia on U.S. business deals.

“The Israeli initiative is an extension of the international work that Smith, Gambrell & Russell has been doing for years,” Minnen said. “The idea of having this practice group was not out of left field.”

Israeli companies find Smith Gambrell attractive, Minnen said, because the firm offers all the legal practice groups of a full-service law firm, but at a lower price than firms based in New York or Boston.

“There is a built-in economic advantage of using a firm with an Atlanta-based cost structure compared to a Northeast-based cost structure,” Minnen said.

In the case of the deal for MediVision, that client came via a referral from an Israeli law firm, Shinar Weissberger & Co. of Tel Aviv, with which Smith Gambrell has a longstanding relationship, Minnen said.

Other Israeli companies that Smith Gambrell counts as clients:

Unitronics, which makes robot-operated parking garages designed for high-density urban areas. Smith Gambrell performs intellectual property work for Unitronix.

Scitex Vision, which makes digital-printing systems and was acquired by Hewlett-Packard in 2005 for $230 million.

Given Imaging Ltd. which makes an ingestible pill that contains a camera used in filming a patient's intestines or esophagus.

Dan Kolber worked a deal that bridged the end of the old Grady Health System and the beginning of the new Grady Health System.

The Baker, Donelson, Bearman, Caldwell & Berkowitz corporate partner was adviser to Goldman Sachs Bank USA on an extremely short-term $23 million loan it floated last month to Grady Health System, parent of Atlanta’s Grady Memorial Hospital. The loan was intended to let Grady make its required contribution to the Georgia Department of Community Health Indigent Care Trust Fund, which in turn triggered a return of the loan to Grady as well as additional federal matching dollars.

It was the first time that Goldman had provided financing to Grady, Kolber said.

“Goldman is interested in this market and in providing services to Grady,” he said. “They thought [this short-term loan] was a good chance for them to step up to the plate.”

The loan – which was repaid in full by Grady after only two weeks – also represented the final transaction of the Fulton-DeKalb Hospital Authority’s oversight of Grady, as well as the first transaction overseen by the new Grady Memorial Hospital Corp., Kolber said.

“Since it was the absolute last transaction of the old Grady board, that was one of the legal issues,” Kolber said. “Goldman could have insisted that there not be a change in the structure of the Grady board until the payment was completed. Some lawyers might have advised them not to do the deal, but we think Goldman was adequately protected. Nobody wanted to hold up the trigger.”

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A Texas company has backed out of a plan to acquire a Conyers community hospital.

Signature Hospital Corp. of Houston said last week that it wouldn’t purchase Rockdale Medical Center in Conyers for $90 million. Signature cited “continued tightening in the credit markets” as the reason it dropped out of the deal.

Spell Pless Davis Sauro partners L. Penn Spell Jr. and Laurance D. “Larry” Pless in Atlanta were advisers to the Rockdale Hospital Authority on the negotiations, according to a hospital spokeswoman. Spell declined to comment on the matter. The Conyers law firm Talley, French & Kendall had been advising Rockdale Medical Center. Baker, Donelson, Bearman, Caldwell & Berkowitz advised Signature Hospital.