Megan R. Baca
Megan is the managing partner of the Silicon Valley office, the co-head of Ropes & Gray’s intellectual property transactions group, and the co-head of the firm’s digital health initiative. Megan’s practice sits at the intersection of life sciences and technology, with a focus on innovative digital health transactions. Megan advises life sciences and technology companies in strategic transactions, including collaborations, licenses, joint ventures, investments, and acquisitions. With a background in computer science, Megan has a unique expertise in transactions involving novel technologies, including artificial intelligence, machine learning, computer vision, and data analytics. Megan also regularly counsels investors on complex IP matters relating to mergers and acquisitions and carve-out transactions, including IP structuring and strategy decisions.
Digital Health Transactions
- Regularly represents many digital health companies pioneering innovative technology including artificial intelligence, machine learning, computer vision, data analytics, next‑generation sequencing, and biomedical engineering including Johnson & Johnson, AbbVie, TRex Bio, Foundation Medicine, Prellis Biologics, Thermo Fisher Scientific, Neumora, NeoGenomics, EQRx, and others.
- Represented Genesis Therapeutics, a Stanford University spin-out company with a focus on artificial intelligence, in multiple transactions focusing on using Genesis’s AI-driven drug discovery platform to identify new drug candidates that target and treat severe diseases, including:
- A multi-target collaboration with Genentech, a member of the Roche Group; and
- A five-target collaboration with Eli Lilly and Company, with payments to Genesis up to $670 million.
- Represented Atomwise, an artificial intelligence-based drug discovery company in a strategic five-target research collaboration with Sanofi, with potential payments totaling $1.2 billion.
- Represented Pfizer in connection with a research and development agreement with publicly listed Australian company, ResApp Health, relating to ResApp’s mobile app to diagnose and manage cases of COVID-19 and other respiratory illnesses by analyzing the sound of a user’s cough. Subsequently represented Pfizer in its $74 million acquisition of ResApp.
- Represented a leading pharmaceutical company in the acquisition of European rights from a digital health start‑up for a digital technology platform aimed at supporting consumer smoking cessation, including a consumer-facing mobile app and a carbon monoxide sensor device.
- Represented Sixth Street, a leading global investment firm, in connection with its Series C equity investment in ConcertAI, LLC, a provider of software-as-a-service and data solutions for clinical research, leveraging real-world evidence, artificial intelligence technology, and scientific expertise to accelerate insights and outcomes for patients.
- Represented a global technology company’s life sciences research organization in a strategic collaboration with a digital health care company to develop health management solutions for atrial fibrillation patients using wearable biosensor devices, AI-based diagnostic tools, and data analytics technologies.
- Represents PathAI, a leading provider of AI-powered technology tools and services for pathology, on its intellectual property and data strategy in connection with various strategic partnerships.
- Represents Iterative Scopes, a growing leader and pioneer in computational gastroenterology, on strategic partnerships for use of its artificial intelligence precision medicine platform that leverages advanced machine learning and computer vision to interpret endoscopic images and other data.
- Represented SonderMind, a provider of online video and in-person therapy solutions for mental and behavioral health, in its acquisition of Total Brain, a developer of neurotechnology and sleep treatment devices.
- Represented a global audio technology retailer in a strategic partnership with a direct-to-consumer hearing aid provider regarding self-fitting hearing aid technology that allows wearers to fit, program, and control their hearing aids with clinically proven, audiologist-quality results without a doctor’s visit, hearing test, or prescription.
- Represented a leading pharmaceutical company in its partnership with an enterprise software company providing a unique cloud-based platform to track and facilitate the implementation of cell and gene therapies.
Life Sciences Collaborations, Licensing, and Platform Transactions
- Regularly represents Johnson & Johnson, Gilead Sciences, AbbVie, and Amgen in connection with numerous strategic collaboration agreements with biotechnology companies.
- Represented FibroGen in an exclusive license and option agreement, under which FibroGen obtains the exclusive, worldwide in-license of multinational biotech company HiFiBiO’s galectin-9 program and the exclusive option to license rights for additional leading pipeline programs, for payments totaling over $1 billion plus royalties.
- Represented UK-based Apollo Therapeutics Group Limited in a worldwide, exclusive license agreement with biotech Avalo Therapeutics, Inc. to in-license a Phase 2 monoclonal antibody, anti-IL-18 (AVTX-007), bolstering Apollo’s three core areas of focus – immunology, cell signaling, and cell stress responses and metabolism.
- Represented 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. Pfizer exclusively licensed to Cerevel a portfolio of precommercial neuroscience assets, including three clinical stage compounds and several preclinical compounds designed to target a broad range of CNS disorders including Parkinson’s, Alzheimer’s, epilepsy, and schizophrenia.
- Represented a biotechnology research company focused on developing a portfolio of biotech and health care technology companies, in the creation with Pfizer Inc. of spin-out NewCos to which Pfizer exclusively licensed rights to certain programs.
- Represented a leading biopharmaceutical company in a multi-target option and collaboration agreement with potential payments over $2 billion with Nurix Therapeutics to discover targeted protein degradation drugs for the treatment of cancer using Nurix’s proprietary platform involving E3 ligases that induce degradation of drug targets. The licensee has the option to exclusively license drug candidates from each target program, with Nurix retaining the option for a profit share and a co-promotion arrangement in the United States.
- Represented a leading pharmaceutical company in an exclusive worldwide license and collaboration agreement with potential payments over $750 million with a biotechnology company to develop and commercialize antiviral conjugates (AVCs) for the prevention and treatment of seasonal and pandemic influenza, with the licensor retaining the option for a co-detail arrangement in the United States.
- Represented a leading pharmaceutical company in an exclusive worldwide license and collaboration agreement with potential payments over $400 million with a biotechnology company to develop and commercialize the licensor’s leading gene therapy product candidates, together with additional pipeline candidates, for the treatment of inherited retinal diseases.
- Represented a leading pharmaceutical company in an exclusive worldwide license and collaboration agreement, with potential payments over $300 million, with a biopharmaceutical company to use the licensor’s proprietary protein engineering platform to develop a preclinical bispecific antibody product.
- Represented a leading pharmaceutical company in a split territory co‑development and license agreement with a major European pharmaceutical company to research, develop, and commercialize novel dopamine receptor modulators for the potential treatment of neuropsychiatric diseases.
- Represented a leading pharmaceutical company in a collaboration and license agreement with a Belgium research university to develop potential treatments for respiratory syncytial virus (RSV) infection.
Royalty Monetization Transactions
- Represented the Canada Pension Plan Investment Board in various royalty investment transactions, including:
- The acquisition of a portion of LifeArc’s royalty interests on worldwide sales of Keytruda® (pembrolizumab) for approximately $1.3 billion.
- The acquisition of Bristol Myers Squibb royalties on four commercialized diabetes-related products.
- The acquisition of tiered royalty interests on tafamidis, a pharmaceutical agent sold under the brand names Vyndaqel and Vyndamax, from Tafamidis Holdings, LLC, a Blackstone Life Sciences portfolio company, for up to $221 million in up-front proceeds and performance-based milestones.
- Represented 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.
- Advised TPG in connection with:
- Its acquisition of Wind River Systems, Inc., a world leader in embedded software for intelligent connected systems, by Aptiv PLC for $3.5 billion.
- Its acquisition of McAfee, a global computer security software company, from Intel.
- McAfee’s $4 billion sale and separation of its enterprise business to Symphony Technology Group.
- McAfee’s $14 billion sale to an investor group comprised of Advent International, Permira Advisers, Crosspoint Capital, Canada Pension Plan Investment Board, GIC, and ADIA.
- On its investment in Musixmatch, a leading global music data platform based in Italy. Musixmatch features the world’s largest lyrics metadata collection, which it provides to digital service providers including Amazon Music, Apple Music, Google, Instagram, Spotify, and Tidal.
- In a unique simultaneous carve-out acquisition of AT&T’s television business, including DirecTV and AT&T TV, and purchase of a 30% stake in the newly carved-out business for $1.8 billion.
- Represented HP Inc. in its $425 million multi-jurisdiction carve-out acquisition of HyperX, the gaming peripheral and accessory division of Kingston Technology Company. In addition to purchasing the U.S. assets of HyperX business, HP Inc. completed associated acquisitions in other jurisdictions including Taiwan, the United Kingdom, Ireland, and the People’s Republic of China.
- Represented TravelCenters of America, the largest publicly traded operator and franchisor of full-service travel centers in the United States, in a collaboration agreement with Nikola Corporation, an energy storage company, on the installation of hydrogen fueling stations for heavy-duty trucks.
- Represented Qorvo, a leading semiconductor company, and Qorvo Biotechnologies, its affiliate developing a point-of-care (POC) diagnostic test platform, on various acquisition and collaboration agreements, including:
- Qorvo’s acquisition of NextInput, a leading developer of MEMs-based force-sensing solutions for consumer, wearable, industrial and medical applications.
- Qorvo Biotechnologies’ development and supply agreement with Zomedica Pharmaceuticals Corp., a veterinary diagnostic and pharmaceutical company, to collaborate on the development of veterinary diagnostic assays with the goal of delivering reference-lab performance at the point of care.
- Represented Advent International Corporation, a leading global private equity firm, in its acquisition of Forescout Technologies, Inc., a leading cybersecurity firm specializing in device visibility and controls, valued at approximately $1.9 billion.
- Advised Bain Capital on key transactional risks relating to the sale by Toshiba Corp. of its semiconductor business, valued at approximately $18 billion, to a group led by Bain Capital.
- Represented the Decentralized Code Network (or “Deconet”) in drafting and advising on a smart contract software license that can be recorded and transferred on a blockchain. This transaction was highly commended in the Financial Times Innovative Lawyer awards.
- Represented Fidelity in connection with the business combination of securities brokerage firm Luminex Trading & Analytics and eBX, a provider of an electronic alternative trading system for broker-dealers.
- Represented Home Depot in connection with a tokenization agreement with Fiserv, a global fintech and payments company.
- Represents world-leading technology companies on critical technology transactions, licensing, and IP strategy matters, including Bose, Oculus, Twitter, Honeywell, Rovi, and Roku.
- Profiled, “Top Women Lawyers 2022 - Ropes & Gray: Megan R. Baca,” Daily Journal (May 18, 2022)
- Co-author, “Opportunities And Legal Implications In The Metaverse,” Law360 (January 7, 2022)
- Quoted, “'Voracious Consumers of Capital': How the Life Sciences Boom Is Fueling Law Firm Business,” The American Lawyer, Law.com, The Recorder (September 7, 2021)
- Quoted, “Pitfalls in licensing litigation,” World Intellectual Property Review (April 14, 2021)
- Co-author, “Data Issues in Life Science Collaborations,” Bloomberg Law (March 25, 2021)
- Co-author, “Digital Health 2021: Trends in Big Data, AI, Telehealth, and Beyond,” Bloomberg Law (January 4, 2021)
- Co-author, “2 Major Digital Health Trends Driven By COVID-19,” Law360 (December 22, 2020)
- Co-author, “Fashion Industry Guide for Capital Markets,” Lexis Practice Advisor (June 12, 2020)
- Co-author, “How Biotech, Pharma Team Up to Promote Their Products,” Bloomberg Law (February 10, 2020)
- Co-author, “Co-Commercialization Deals in Life Science Collaborations,” Bloomberg Law (December 2019)
- Profiled, “A Woman of Influence: Megan Baca Pushes Herself to Succeed, and Breaks Boundaries, if Needed,” Silicon Valley Business Journal (May 9, 2019)
- 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, “Digital Health Dealmaking by Biopharma and Tech: An Innovation Match Made in Heaven?” HLTH Digital (March 1, 2022)
- Speaker, “IP Licensing Pitfalls in Deals and Litigation,” World IP Review Patents Live Webinar (April 13, 2021)
- Speaker, “Diligence Obligations and Reasonable Efforts,” IVY-SVAGC 31st Annual All Hands Meeting (November 2019)
- 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)
- JD, Harvard Law School, 2007
- MA (Sociology), Stanford University, 2004
- BS (Science, Technology & Society: Computer Science), Stanford University, 2004
Admissions / Qualifications
- California, 2012
- Massachusetts, 2007
- LMG Life Sciences: “Life Sciences Star” (2022)
- Chambers USA: America's Leading Lawyers for Business (2022)
- Daily Journal “Top Women Lawyers in California” (2022)
- Super Lawyers Rising Stars (2021)
- LMG Life Sciences Licensing & Collaboration Firm of the Year (2020)
- Silicon Valley Business Journal “40 under 40” (2020)
- Lifestars “European Deal of the Year Under £500 Million” (2019)
- LMG Life Sciences U.S. Rising Star – Financial & Corporate (2019-2020)
- Silicon Valley Business Journal “Women of Influence” (2019)
- Financial Times Innovative Lawyers (2018) – Honored for developing a blockchain-transferable software license.
- Law360 Rising Star (2018)
- The Recorder “Women Leaders in Tech Law” (2017)
- Legal 500 (2017-2020)