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 Calm.com, a software company offering meditation and sleep solutions in its subscription-based app, in a strategic partnership agreement with a pharmacy, care, and benefits solution provider.
- 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 Health, a growing leader and pioneer in computational gastroenterology, on strategic partnerships, including with clinical trial sponsors and research institutions, 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, a biopharmaceutical company, in an exclusive license agreement with Fortis Therapeutics for FOR46 and PET46, a potential first-in-class Phase 1 antibody-drug conjugate (ADC) targeting a novel epitope on CD46, for payments totaling up to $200 million. In addition, FibroGen has the option to purchase Fortis for $80 million.
- 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 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 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 leading global biopharmaceutical company in a $2 billion license and collaboration agreement with a Dutch biotechnology company for access to proprietary antibody conjugation technology platforms to develop antibody-drug conjugates (ADCs).
- Represented a leading global biopharmaceutical company in a $530 million license and collaboration agreement with a clinical-stage biotechnology company focused on the development of T-cell receptor-engineered therapies. Under the agreement, the parties will collaborate to identify antigens recognized by T cells in patients with Crohn’s disease.
- 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 global 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 global 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 global 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 global 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 global 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 global pharmaceutical company in a collaboration and license agreement with a Belgium research university to develop potential treatments for respiratory syncytial virus (RSV) infection.
Royalty and other Monetization and Financing Transactions
- Represented Sixth Street (TSSP) in invested up to $175 million in non-dilutive clinical trial financing in Phase 3 clinical trial by Clovis Oncology. In exchange, Sixth Street would receive quarterly downstream payments on percentages of direct sales of the drug Rubraca, any royalty payments from out-licenses outside the U.S. if any, and other amounts received by Clovis for any other commercialized agreements for Rubraca.
- Represented The Lundquist Institute in the sale of its right to receive a contingent payment earn-out under a sale agreement pursuant to which The Lundquist Institute previously sold its investment in a biotech company.
- 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.