Sanofi-Aventis Clients: Sanofi-Aventis US LLC and Sanofi Winthrop Industrie Date: July 14, 2011 Case & Venue: Warner Chilcott v. Sanofi- Aventis US LLC (domestic arbitration) Practice Group: Complex Commercial Litigation <strong>Weil</strong> Team: Partners Richard Rothman, David Fertig, and Yehudah Buchweitz, and associates Sabrina Perelman, Rachel Sherman, and Shrutee Raina in New York Pro Bono Spotlight: NYLPI Environmental Justice Program Client: NYLPI Environmental Justice Program Date: July 7, 2011 Case & Venue: In re Bronx Committee for Toxic Free Schools (N.Y. Sup. App. Div.) <strong>Weil</strong> Team: Partner David Berz in Washington, DC, and associates Christopher Barraza and Adam Banks in New York “ In the fast-track Warner Chilcott arbitration, the support of the <strong>Weil</strong> litigation team in NY was indispensable.” Karen Linehan Senior Vice President Legal Affairs and General Counsel of Sanofi <strong>Weil</strong> won a complete victory for Sanofi-Aventis US LLC and Sanofi Winthrop Industrie in July 2011 in an arbitration involving a multi-hundred million dollar contract dispute with Warner Chilcott that was triggered by Warner Chilcott’s attempt to prematurely terminate a long-standing collaboration agreement under which both parties had promoted, marketed, distributed, and sold the billion-dollar osteoporosis medication Actonel for more than 14 years. Warner Chilcott claimed that its termination of a tablet supply agreement (TSA) automatically resulted in the termination of the collaboration agreement. Sanofi maintained that Warner Chilcott had no right to unilaterally terminate the collaboration agreement, depriving Sanofi of its ability to market and sell Actonel after May 2012. The Arbitral Panel, consisting of former Fordham Law Dean John D. Feerick, former Federal Judge John S. Martin, and former United States Attorney General and Federal Judge Michael B. Mukasey, rejected Warner Chilcott’s claim and concluded that there was “nothing in the negotiations of the TSA, or the operating history under the … Collaboration Agreement, or in application of principles of commercial reasonableness that supports the position advanced by Warner Chilcott.” Thus, the panel found that “the Parties did not manifest in the TSA an intention to terminate the Collaboration Agreement when the TSA terminated.” <strong>Weil</strong> served as co-counsel with the New York Lawyers for the Public Interest’s Environmental Justice Program in securing a complete win in the New York State Appellate Division in an Article 78 action, In re Bronx Committee for Toxic Free Schools, alleging that the New York City School Construction Authority (SCA) failed to consider the environmental mitigation issues identified at a contaminated former industrial site in the Mott Haven section of the Bronx where a new school campus site – including four new schools – was being constructed. <strong>Weil</strong> and NYLPI represented a coalition of parents, children, and community members concerned about soil and groundwater contamination at the Mott Haven campus, where contaminants such as heavy metals and volatile organic compounds at levels far in excess of regulations have been identified. In a decision with potentially far-reaching ramifications for future new school construction in New York City, the Appellate Division, First Department, unanimously affirmed <strong>Weil</strong>’s complete victory in the trial court challenging New York City’s issuance of a Final Environmental Impact Statement (EIS) for the site. <strong>Weil</strong> had maintained that the State Environmental Quality Review Act imposes maintenance and monitoring obligations in addition to those included in the New York Brownfields Cleanup Program, and thus it was improper for the SCA to approve a Final EIS without thoroughly examining how it would maintain and monitor the engineering and institutional controls over the lifetime of the new Mott Haven campus. 4 5