Megan R. Baca
Megan is a partner in Ropes & Gray’s intellectual property transactions, life sciences, and technology, media & telecommunications practice groups. With a background in computer science, Megan advises companies, investors, and universities in strategic transactions involving valuable IP or technology assets. These transactions include collaborations, licensing, joint ventures, and complex commercial arrangements for research, development, supply, distribution, promotion, outsourcing, and other relationships.
Megan represents companies in the life sciences, technology, health care, media, software, and branded products industries.
Megan also regularly represents companies and private equity firms on IP and technology strategy and structuring for mergers and acquisitions as well as data use, digital health, social media, and marketing issues.
Life Sciences Collaborations and Licensing
- Represented Juno Therapeutics, a publicly traded biopharmaceutical company, in connection with its collaborations, licenses, and supply agreements relating to its cancer immunotherapy products.
- Represents Johnson & Johnson in connection with various licensing and collaboration agreements with biotechnology and consumer product companies.
- Advised Altius Institute for Biomedical Sciences, a Seattle-based research organization focused on biomedical discovery, on a number of inbound and ongoing licensing agreements with leading biotechnology companies and educational institutions.
- Represented a biomedical and genomic research organization on the implementation of a cloud-based data analytics and cancer genomics analysis platform.
- Represented a major international life sciences and consumer products company in a purchase of a minority interest in a Japanese skincare brand and license of ex-Japan rights.
- Represented Ironwood Pharmaceuticals in developing and implementing its worldwide licensing strategy for linaclotide.
Strategic Technology, Media & Telecommunications Transactions
- Advised Rovi Corporation on patent strategy relating to its acquisition of TiVo Corporation.
- Represented the Decentralized Code Network (“Deconet”) in drafting and advising on a software license that can be recorded and transferred on a blockchain. This transaction was highly commended in the Financial Times Innovative Lawyer awards.
- Advised Cirque de Soleil on the IP and publicity rights structure for the Cirque-NFL collaboration, the NFL Experience Times Square.
- Represented Extreme Networks on patent acquisition and licensing matters.
- Represented the Canada Pension Plan Investment Board in the purchase of a $168 million royalty interest from Dana Farber Cancer Institute defined by certain licensing arrangements related to Dana Farber’s Programmed Death Ligand-1 (PD-L1) intellectual property.
- Advised LA BioMed and the University of California Los Angeles (UCLA) on the sale of their royalty rights to Kybella, the first and only FDA-approved injectable drug to treat submental fullness or “double chin.” The drug was originally developed by LA BioMed and UCLA researchers.
IP and Technology Strategy and Structuring in Mergers and Acquisitions
- Advised Bain Capital on the sale by Toshiba Corp. of its semiconductor business, valued at approximately $18 billion, to a group led by Bain Capital, including Apple Inc., Seagate, Kingston, Hoya, Dell Technologies Inc., and SK Hynix. This transaction is understood to be the largest Japanese deal since 2011 as well as both the largest private equity and leveraged finance deal ever seen in Asia. Megan led a team of intellectual property lawyers to advise Bain on key transactional risks relating to joint venture structures, critical patent license agreements, supply agreement negotiations, and complex litigation risks involving Toshiba’s joint venture partner and competitor.
- Advised Bain Capital in the creation with Pfizer Inc. of Cerevel Therapeutics, LLC, a new biopharmaceutical company focused on developing drug candidates to treat disorders of the central nervous system.
- Represented TPG Capital in its acquisition of a majority stake in and complex carve-out of McAfee, a leading independent cybersecurity company.
- Advised TSG Consumer Partners on its acquisition of a stake in international cosmetic company, Huda Beauty, and negotiated key right of publicity agreements.
- Advised TPG Capital on its agreement to acquire a majority stake in Cirque du Soleil, the world-renowned live artistic entertainment producer, and the follow-on transaction to acquire Blue Man Group. Represented Cirque du Soleil in ongoing complex international IP structuring matters.
- Represented a global information technology company on intellectual property issues related to the international separation of the company into the enterprise software services business and the printing and personal systems business. Provided strategic advice on the allocation and licensing of trade secrets, copyrights and trademarks. Counseled on the creation and structure of a trademark holding company for brands important to both businesses, and advised on template trademark licenses for both businesses post-split.
- Advised TPG Capital, L.P., TSG Consumer Partners, Bain Capital, LP, H.I.G. Capital, GI Partners, BV Investment Partners, and other private equity firms with respect to intellectual property matters in connection with their investments in the consumer product, technology, life sciences and industrial sectors.
- Co-author, “Building a Better Mousetrap: A Physician’s Guide to Commercializing a Medical Device Invention,” American Health Lawyers Journal of Health & Life Sciences Law (October 2018)
- Profiled, “Rising Star: Ropes & Gray’s Megan Baca,” Law360 (August 21, 2018)
- Co-author, “Fashion Industry Practice Guide,” Lexis Practice Advisor (November 2017)
- Profiled, “Women Leaders in Tech Law: Megan Baca, Ropes & Gray,” The Recorder (October 2, 2017)
- Co-author, “Supreme Court Holds That Patent Exhaustion Applies to All Sales, Domestic and International, Regardless of Post-Sale Restrictions,” IP Litigator (July-August 2017)
- Cited, “Introducing the 2017 Women Leaders in Tech Law,” The Recorder (July 28, 2017)
- Co-author, “Copyright Makes Varsity,” Intellectual Property Magazine (May 2017)
- Quoted, “Did SCOTUS Miss Chance to Fine-Tune IP Protection for Apparel?” Law.com and New York Law Journal (March 22, 2017)
- Co-author, “Federal Circuit Reaffirms Its Longstanding Patent Exhaustion Rules,” IP Litigator (May-June 2016)
- Co-author, “Federal Trade Commission and National Advertising Division Social Media Enforcement: Likes, Like-Gated Offers, and Other Traps for the Unwary,” Bloomberg BNA Social Media Law & Policy Report (August 2013)
- Co-author, “Right of Publicity Laws: Massachusetts,” Practical Law Company (March 2012)
- Speaker, “Supreme Court Argument: Impression Products v. Lexmark International,” Ropes & Gray Teleconference (May 2017)
- Speaker, “Managing Supply Chain Cyber Risk: Security IoT Features,” Ropes & Gray Teleconference (March 2017)
- Speaker, “Best Practices in Research Data Sharing and Licensing,” the Association of University Technology Managers (AUTM) Annual Meeting (March 2017)
- Speaker, “2015 Intellectual Property Year in Review,” Santa Clara County Bar Association, High Technology Section.
- Speaker, “Social Media, Ethics & Other Things Or How to Like the Law Without Losing Your Head in the Cloud,” West Coast Lunchtime Legal Briefing Teleconference - Special Ethics Edition (January 2014)
- Speaker, “Social Media Enforcement: FDA, FTC, and National Advertising Division Case Studies and Practical Advice,” Bloomberg BNA Webinar (September 2013)
- Speaker, “Social Media Enforcement: FDA, FTC, and National Advertising Division Case Studies and Practical Advice for Handling an Investigation or Enforcement Action,” Ropes & Gray West Coast Lunchtime Legal Briefing Teleconference (May 2013)