David C. Toner is a partner in the Corporate Practice Group. His practice focuses primarily on advising companies in connection with mergers, acquisitions and divestitures, private equity investments, joint ventures and strategic alliances. David also regularly advises corporations, limited liability companies and partnerships in connection with issues involving entity formation and governance.

David has significant experience in connection with complex commercial transactions involving the development, manufacture, marketing and sale of products, especially in the field of biotechnology, pharmaceuticals and medical devices. In this area, he has represented clients in the negotiation of agreements with Eli Lilly and Company, The Wellcome Foundation, Genentech, Inc., Warner Lambert, Abbott Laboratories, Smith Kline, Johnson & Johnson, F. Hoffman-La Roche and Bayer Corporation. David is a member of the Eastern Technology Council, the Pennsylvania Biotechnology Association and Bio, the Biotechnology Industry Organization and is the Chairman of the firm's Life Sciences Practice Group.

From 1991 to 1993, David served in-house with Centocor, Inc., a biopharmaceutical company in Malvern, Pennsylvania, most recently as corporate counsel and secretary. David is also a certified public accountant who served on the audit staff of Touche Ross & Co. (now Deloitte Touche), is a former controller of the Philadelphia Eagles Football Club and was a manager in the Business Investigative Services Group of Coopers & Lybrand. David also is an Adjunct Professor of Law at Temple University James E. Beasley School of Law where he has taught two courses: "Negotiating and Drafting Business Acquisition Documents" and "Accounting for Lawyers."

Representative Matters

Counsel to Centocor, Inc. in connection with several matters including:

- An Investment Agreement and Sales and Distribution Agreement with Eli Lilly and Company concerning the development and distribution of two of Centocor's pharmaceutical products. The transaction resulted in Eli Lilly making a $100 million investment in equity and product development of Centocor;

- Centocor's Strategic Alliance in the area of cancer therapy with The Wellcome Foundation and Burroughs Wellcome. The Strategic Alliance resulted in Wellcome making a $30 million initial equity and product rights investment in Centocor with additional milestone payments of up to $70 million possible;

- The $37,000,000 sale of Centocor's worldwide oncology diagnostics business to Fujirebio, Inc., a Japanese corporation; and

- The sale of Centocor's diagnostic infectious disease business located in England to Trinity Biotech plc., an Irish company.
Counsel to Targeted Diagnostics & Therapeutics, Inc., a privately-owned biotechnology research and development company, in connection with:

- An Investment Agreement, and a Development and License Agreement, with Millennium Pharmaceuticals, Inc. pursuant to which Millennium made an equity investment in Targeted Diagnostics, and Targeted Diagnostics granted an exclusive license to Millennium under certain patents and other intellectual property for uses in oncology therapeutics; and

- A license and development agreement with Nycomed Imaging AS, a Norwegian corporation, for the development of a molecule for certain in vivo diagnostic imaging and therapeutic uses.
Counsel to Fujirebio Diagnostics, Inc., a biotechnology product development and manufacturing company, in connection with the negotiation of a Product Development and Supply Agreement with Abbott Laboratories under which Fujirebio Diagnostics manufactures certain products for Abbott.
Counsel to Sunoco, Inc., a publicly traded petroleum refining and marketing company, in connection with a cogeneration agreement with Florida Power & Light for construction of a 700 MW gas-fired electrical generating facility at Sunoco's refinery in Marcus Hook, Pennsylvania, and a Ground Lease with Florida Power & Light for the construction of a gas-fired electrical generating facility at Sunoco's Philadelphia Refinery.
Counsel to the Atlantic 10 Conference, an intercollegiate athletic conference, in connection with various matters including:

- A Television Rights Agreement with TFN, the Football Network, for the production and telecast of Conference football games; and

- An Agreement with ESPN, Inc., the sports cable network, that provides for the telecast of Conference's regular season and playoff basketball games for the 2001-2002 through 2005-2006 seasons.

Professional Activities

American Bar Association
Philadelphia Bar Association
Eastern Technology Council
Pennsylvania Biotechnology Association
BIO, the Biotechnology Industry Organization

Admissions

Pennsylvania
Supreme Court of Pennsylvania

Education

Temple University School of Law, J.D., 1986