Latex products developer Vystar Corp. of Gwinnett County tapped longtime counsel Greenberg Traurig partner Gerald Baxter for work on its plans to issue stock to a venture capital company.

Universal Capital Management Inc., a publicly traded venture capital company based in Wilmington, Del., is an investor in Vystar, according to regulatory documents. UCM also provides management services, strategic planning, investment banking consultation and other services to Vystar. As payment for those services, Vystar intends to issue 600,000 shares of common stock to UCM.

The transaction is described in Vystar’s prospectus as an initial public offering. Baxter declined to comment, citing the Securities and Exchange Commission’s “quiet period” rules for companies in the midst of preparing for an IPO.

Vystar, based in Duluth, owns the rights to a technology used to make natural rubber latex products. The technology, which is branded under the name Vytex, reduces “antigenic protein in natural rubber latex products made with Vytex to virtually undetectable levels,” according to the company’s prospectus. “Allergic reactions to untreated latex are a significant detriment affecting numerous individuals globally,” the company said.

In April, Vystar signed a contract with a Malaysian company to commercially manufacture its products.

Ballard Spahr Andrews & Ingersoll partner Kean DeCarlo in Atlanta and Dergosits & Noah partner Michael Dergosits in San Francisco are listed in U.S. Patent & Trademark Office records as intellectual property counsel to Vystar.

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.

Hunton & Williams partner Robert Lockwood says his law firm has developed a symbiotic relationship with Denmark’s trade commission.

Danish companies looking to break into the U.S. market rely on Lockwood and his Hunton colleagues for legal advice on setting up shop in America. Hunton relies on its partnership with the Trade Commission of Denmark for a stream of new clients.

Consider the case of Mosbaek A/S, a Danish manufacturer of regulators used to control the flow of water in wastewater treatment plants. After handling some of Mosbaek’s legal work with the U.S. Patent and Trademark Office, Hunton is now taking on new work for Mosbaek, which wants to expand its sales in the U.S. Lockwood and partner Eric Hanson are exploring whether it makes more sense for Mosbaek to go it alone in its American strategy, or whether the company should form a strategic partnership or a formal joint venture with a U.S. company.

Mosbaek first set up shop in America through the Danish trade council’s Accelerator program, which provides Danish companies with pre-established office space and a contact sheet for U.S.-based business advisers. Hunton is one of those advisers and the firm is frequently called upon by the trade office to provide a bevy of legal services to these Danish entrepreneurs, ranging from intellectual property to software licensing agreements to employment to privacy law.

“These are established Danish companies that already had a product or service in place,” Lockwood said. “They’re not looking for funding. They’re looking to penetrate the U.S. market.”

Other companies with whom Hunton developed a relationship through the Danish trade office include Celenia Software A/S, which develops applications for Microsoft software; shoemaker Euro-Dan Sko A/S; and Get Inside A/S, which makes software that creates three-dimensional visuals of real estate properties.

The Trade Commission of Denmark is an agency attached to Denmark’s Ministry of Foreign Affairs. The commission is based in Atlanta.

Eva Graham founded Nioxin Research Laboratories Inc. in her garage in 1987. Since then, Graham and others have built the company into the best-known brand name for products that help improve the appearance of thinning hair, said Powell Goldstein partner Bill Shearer.

Graham cashed out on her successful venture this month, selling the company to Procter & Gamble Co. Shearer was lead corporate counsel to Nioxin on the deal. Terms weren’t disclosed, but The Wall Street Journal, citing unnamed sources, reported the sale price was about $300 million.

PoGo has handled Nioxin’s corporate work for a number of years, as well as its intellectual property work. PoGo also advised Nioxin on the IP aspects of its sale to P&G, reviewing its numerous trademarks and patents.

Nioxin, headquartered in Lithia Springs, makes scalp cleansers, conditions and other treatment products under its own brand name. Nioxin also makes other types of hair-care products like liquid sculpting gel and thickening spray. Nioxin’s products are sold in North America in national chain hair salons like Regis, as well as in independently owned salons. Nioxin’s products are also sold in Asia, Australia, Europe and South America.

P&G plans to integrate Nioxin into its operations over a two-year period, said Shearer [see photo, left]. P&G makes some of the world’s best-known consumer brands, including Crest toothpaste, Gillette razors and Tide detergent.

Jones Day lawyers from the firm’s New York office was counsel to P&G, Shearer said. Chorey, Taylor & Feil partner John L. Taylor Jr. said he is Nioxin’s outside general counsel.

Nioxin took financial advice on its sale to P&G from Paris-based Michel Dyens & Co. Shearer said Michel Dyens is one of the best-known investment banks in the niche of selling companies that manufacture and market consumer-branded products. Michel Dyens advised Sidney Frank when his company sold its Grey Goose vodka brand to Bacardi.

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.

An Alpharetta company that makes equipment for flat-proofing tires picked Baker, Donelson, Bearman, Caldwell & Berkowitz partner David Cooper to be legal counsel on its merger.

Cooper’s client, Urethane Holdings LLC, agreed to combine with Pathway Polymers Inc., of Chattanooga, Tenn. Cooper’s legal team of Atlanta attorneys included Baker Donelson associate Valerie Woodrick on corporate matters, partner Rick Walker on intellectual property matters, and associate Michael Evans on tax. Sutherland intellectual-property partner Dan Warren and associate Debbie Butler, both in Atlanta, prepared Urethane’s patent portfolio for the merger. Robinson, Bradshaw & Hinson advised The Vita Group, the British parent company of Pathway Polymers.

Urethane makes Recycler-brand tire fill machines that “deliver tire fill to tires and wheel assemblies for both lightweight and heavyweight products,” according to a press release. Urethane sells its products directly to original equipment manufacturers, Cooper said.

Cooper snared Urethane as a client through a reference from an accounting firm that was performing work for Urethane and with whom Baker Donelson had worked previously.

Who says West Coast investors are only interested in Silicon Valley technology start-ups? A Georgia company that makes burnout t-shirts, hipster messenger bags and Fidel Castro-inspired caps popular with paparazzi-stalked celebrities has caught the eye of a West Coast investment house.

This week, Rosewood Capital, a San Francisco private-equity fund, made a $25 million investment in Alternative Apparel Inc. of Norcross, according to the target's corporate counsel, Cohen Pollock Merlin & Small partners Jeff Leonard and Stephen Merlin in Atlanta. Atlanta solo practitioner Jeff Sladkus advised Alternative Apparel on intellectual-property matters. Perkins Coie partners David Clarke and Mark Metcalf in Seattle advised Rosewood.

One of Alternative Apparel’s signature items is so-called burnout t-shirts that have been put through the ringer to produce an extremely worn, vintage-looking effect. The company’s Web site touts paparazzi photos of dozens of celebrities wearing its shirts and caps, including Angelina Jolie, Brad Pitt and Britney Spears. Alternative Apparel also makes ecologically friendly shirts, shorts and pants.

Rosewood Capital focuses on consumer-products and branded retail companies. Its portfolio includes investments in Hooked on Phonics educational materials, Jamba Juice juice-bars and New York Sports Clubs. Rosewood’s advisory board includes eBay CEO Meg Whitman and Don Fisher, the founder of the Gap clothing stores.

Kilpatrick Stockton partner Bill Boice advised North Carolina software maker Red Hat Inc. on settling a patent infringement lawsuit, CNet.com reported June 11.

FireStar Software of Boxborough, Mass. had sued Red Hat for infringing their patents for a Java mapping tool. Red Hat acquired the Java software tool when it purchased the company JBoss in 2006.

In the settlement all software distributed under Red Hat’s brands and predecessor versions are covered. Terms of the settlement weren’t disclosed.

Boice, who’s based in Atlanta, leads KilStock’s patent litigation team. Red Hat, of Raleigh, N.C., makes software for the Linux open-source computer operating system.