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Cooley Advises on Keros’ Strategic Review Process, Negotiated Share Repurchase Transactions and Planned Issuer Tender Offer

October 15, 2025

Cooley advised Keros Therapeutics, a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics to treat a range of patients with disorders linked to dysfunctional signaling of the transforming growth factor-beta family of proteins, on its $375 million capital return program, which represents the culmination of Keros’ strategic review process, including its share purchase agreements to repurchase all shares of its common stock beneficially owned by ADAR1 Capital Management and Pontifax Venture Capital and planned tender offer for up to $194 million in value of shares of its common stock.

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Bill Roegge
Partner, New York
Kevin Cooper
Partner, New York
Ryan Sansom
Partner, Boston
Marc Recht
Partner, Boston
Minkyu Park
Special Counsel, New York
Julia Kim
Special Counsel, New York
Kathryn Benvenuti
Associate, New York
Koji Fukumura
Partner, San Diego
Sarah Lightdale
Partner, New York
Craig TenBroeck
Partner, San Diego
Elizabeth Wright
Special Counsel, Boston
Margaux Arntson
Associate
Susan Choy
Associate, New York
Brian P. Golger
Associate, New York
Jill Golub
Associate, New York
Denny Xu
Associate, Boston
Jeffrey J. Tolin
Partner, New York
Reid Hooper
Special Counsel, Washington, DC
Justin Kisner
Special Counsel, San Diego

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Activision Blizzard Securities Suit Dismissed

April 10, 2020

Cooley successfully defended Activision Blizzard and certain officers in a securities class action filed in the Central District of California alleging the company made false and misleading statements regarding the termination of its partnership with Bungie LLC and its future involvement with the Destiny video game franchise. The court ultimately granted our motion to dismiss and the plaintiff did not appeal the trial court’s ruling.

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Koji Fukumura
Partner, San Diego
Ryan Blair
Partner, San Diego
Erin Trenda
Partner, San Diego
Craig TenBroeck
Partner, San Diego
Heather Speers
Partner, San Diego
Cynthia Deatrick
Paralegal Specialist, San Diego

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Complete Victory for Qualcomm

July 24, 2019

Cooley obtained a victory for Qualcomm and its executives in a securities class action filed in the Southern District of California. The plaintiffs, relying heavily on “confidential witnesses,” alleged the company misled investors by failing to disclose overheating problems with a high-end chipset and the impending loss of a large customer. Piercing through these allegations, the court granted our motion to dismiss with leave to amend after oral argument. Plaintiffs filed a second amended complaint and we filed and argued another motion to dismiss. The court ultimately granted our second motion to dismiss with prejudice, and the ruling was affirmed on appeal.

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Koji Fukumura
Partner, San Diego
Peter Adams
Partner, San Diego
Steve Strauss
Senior Counsel, San Diego
Craig TenBroeck
Partner, San Diego
Jeanne Detch
Associate, San Diego

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Cooley Helps Stratasys Secure Win in Securities Case

August 18, 2017

Cooley advised Stratasys, a leading 3D printing solutions company, on its successful resolution of an Eighth Circuit appeal. In the decision, a three-judge panel affirmed the dismissal of a securities class action complaint asserting claims under the Securities and Exchange Act of 1934.

The lawsuit centered on Stratasys subsidiary MakerBot, a 3D printer manufacturer focused on consumer desktop 3D printing, and MakerBot’s release of its “fifth generation” or “5G” desktop 3D printers in 2014. Plaintiffs claimed that Stratasys’s public statements about the 5G printers were false or misleading.

The lawsuit was originally dismissed by Judge Patrick J. Schiltz of the US District Court for the District of Minnesota. The Eighth Circuit agreed with the lower court that the plaintiffs fell short of adequately pleading their claim.

Stratasys, which trades on the NASDAQ Global Select Market as “SSYS,” provides applied additive technology solutions for industries including aerospace, automotive, healthcare, consumer products and education. MakerBot was founded in 2009 and was one of the first companies to make 3D printing accessible and affordable.

Related contacts

Koji Fukumura
Partner, San Diego
Ryan Blair
Partner, San Diego
Craig TenBroeck
Partner, San Diego
Jeanne Detch
Associate, San Diego

Patheon Prevails in Antitrust Battle with Procaps

October 30, 2015

Cooley obtained a complete victory for client Patheon, a defendant in a three-year $380 million antitrust case brought by Procaps in the United States District Court in Miami.

Patheon is a leading global provider of outsourced pharmaceutical development and manufacturing services. Procaps is a Colombia-based corporation that develops, manufactures and commercializes pharmaceutical products, veterinary, nutritional supplements and cosmetics.

In January 2012, Patheon and Procaps signed a seven-year collaboration agreement to provide softgel development and manufacturing services to customers worldwide. In December 2012, Patheon announced its intention to acquire Banner Pharmacaps, a leading softgel manufacturer. Procaps sued Patheon, seeking to enjoin the acquisition on the grounds that it would convert the collaboration agreement into an illegal market division and was, therefore, a "per se" violation of US antitrust laws.

After Cooley stopped Procaps' effort to block the acquisition, the company proceeded with the litigation, demanding more than $380 million in damages and equitable relief, including divestiture of Banner Pharmacaps and the return of confidential information.

During discovery, Patheon uncovered that Procaps failed to issue a litigation hold and otherwise failed to preserve potentially relevant evidence or satisfy its eDiscovery obligations. Thus, on Patheon's motion, the court ordered a full forensic analysis of Procaps' computer systems. Over the following year and half, Procaps supplemented its original production with 150,000 documents.

In 2014, Cooley won summary judgment on all claims for Patheon, after which the court allowed Procaps to amend its complaint to add a new antitrust claim under the "rule of reason" standard. The case effectively started over.

Following a second round of discovery, Patheon filed a second summary judgment. On October 29, 2015, two weeks before trial was to begin, the court granted Patheon summary judgment in full, dismissing the case.

Related contacts

Mike Klisch
Partner, Washington, DC
Mazda Antia
Partner, San Diego
Howard Morse
Senior Counsel, Washington, DC
Dee Bansal
Partner, Washington, DC
David Burns
Special Counsel, Washington, DC
Joshua Siegel
Special Counsel, Washington, DC
Craig TenBroeck
Partner, San Diego

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