Life Sciences

Morse, Barnes-Brown & Pendleton represents biotechnology, pharmaceutical, and medical device companies, institutions and investors in a wide range of legal matters that arise in connection with the development, protection and commercialization of their unique life sciences technologies.

Protection and exploitation of technology are often key components to gaining competitive advantage in the life sciences industry. Our life sciences practice features professionals experienced in counseling clients with regard to:

• Intellectual property
• Licensing and strategic alliances
• Product development and distribution.

In addition to services specific to the protection of technology, we also provide a full range of corporate and business law services, including:

• Employment, executive compensation and immigration
• Corporate finance and venture capital
• Public company representation and corporate governance
• Mergers and acquisitions
• Other legal services

Intellectual Property

We assist our clients with the protection of their intellectual property by designing and implementing value-oriented patent strategies, and assisting them in assessing and avoiding the patent rights of others. We also advise them on the selection, clearance and protection of trademarks, trade names and domain names in the United States and abroad, and counsel them on protecting trade secrets and copyrights. We craft confidentiality, invention assignment, consulting, non-competition and non-solicitation agreements, and are frequently called upon to advise clients with respect to the scope and duration of non-competition covenants, which can have a profound effect upon the enforceability of the agreements of which they are a part.

Licensing and Strategic Alliances

The successful exploitation of life sciences technology often requires collaboration with other business entities. We assist our clients by structuring, negotiating and drafting many types of third party agreements, including both in-bound and out-bound license agreements involving patented and other technologies, joint research and development agreements, clinical trial agreements, sponsored research agreements, beta test agreements and royalty agreements.

Product Development and Distribution

We help our clients develop and distribute commercial products by structuring, negotiating and drafting distribution agreements, sales agency agreements, manufacturing and joint venture agreements and strategic partnership agreements. We work closely with clients to establish suites of agreements customized for their particular businesses, but also stand ready to negotiate from drafts prepared by their partners. We work with a network of legal and consulting specialists to address the FDA matters that often arise in bringing new products to market.

Employment, Executive Compensation and Immigration

We assist clients in protecting their human capital by counseling them in the tax, accounting, and securities laws and other legal implications of structuring and negotiating employment, compensation and termination arrangements. We are often called upon to fill in the details of general, “handshake” deals — providing guidance, for example, on bonus plan “target” definitions and stock option vesting provisions. Our experience is equally deep in connection with the termination of employment, whether by mutual agreement, by the employee voluntarily, or by the employer unilaterally. In addition, when an employee plans to engage in business activities similar to those of his or her former employer, we address critical issues such as any existing non-competition agreements and the possibility of allegations of misappropriation of the former employer’s corporate opportunities or trade secrets. We also represent numerous business clients in all aspects of United States immigration.

Corporate Finance and Venture Capital

We have represented technology companies or investors in public and private financing transactions totaling many hundreds of millions of dollars. Our attorneys have significant experience in representing issuers of securities in initial public offerings, follow-on public equity and debt offerings and PIPE transactions. We frequently structure and negotiate initial and follow-on rounds of venture capital from domestic and foreign venture capital firms and other institutional investors. We have also acted as counsel for numerous technology companies in structuring and negotiating the terms of a variety of transactions involving equity investments coupled with technology access agreements, licenses, buy-out options and other forms of strategic alliances and joint ventures.

Public Company Representation and Corporate Governance

In addition to our transactional corporate finance practice, we have broad and deep experience in advising clients on compliance with the public securities laws, including their periodic and current reporting, preparing or reviewing proxy statements, press releases, web sites and other public disclosures and complying with Section 16. Several of our attorneys have acted as securities and compliance counsel to some of New England’s largest companies. In addition, our attorneys have advised clients and spoken before general counsel forums and industry groups on the practical responses to Sarbanes-Oxley, and we have advised clients on both the legal and practical needs of public companies to adopt best-practices corporate governance policies.

Mergers and Acquisitions

We have extensive experience in complex M&A transactions in which we have represented both publicly traded and privately held buyers and sellers. We have structured and negotiated taxable and tax-free transactions of all types with cash, securities or a combination as the consideration, and have successfully closed transactions ranging in size from less than a million dollars to more than $100 million. We apply our technical skills to develop the legal framework and structure of the transaction, to negotiate the best deal possible for our client, to draft the transaction documents unambiguously, and to manage the closing mechanics, all while bringing to bear our broad experience to counsel our clients in practical ways to maintain focus on the key issues and the big picture in what can often be extremely emotional transactions.

Other Legal Services

In addition to the services specifically described above, we provide life sciences companies with the full range of corporate and business law services in our capacity as outside general counsel. These services may include representing clients in office and real estate leasing and subleasing arrangements, assisting clients with international transactions, advising clients with respect to the domestic and international tax ramifications of transactions and agreements, and maintaining corporate, stock and option records.

To discuss your company's specific legal needs, and how our experienced attorneys might meet them more efficiently and responsively, please contact Jeffrey Somers, or Lisa Treannie.