Megan R. Baca
Megan is a partner in Ropes & Gray’s intellectual property transactions, life sciences, and technology, media & telecommunications practice groups. Megan advises public and private companies, investors, and universities in strategic transactions where technology or IP assets are the key drivers. These transactions include technology licensing and transfer, development collaborations, joint ventures, and arrangements for supply, distribution, promotion, outsourcing, and other strategic relationships. Megan also represents private equity firms and other companies in technology-focused mergers and acquisitions, and represents venture-backed companies in financings and ongoing matters. Megan also advises clients on data use, digital health, social media, and advertising issues.
With a background in computer science, Megan works with companies in a broad range of industries including technology, software, advertising, gaming, branded products, media, pharmaceutical, biotechnology, medical device, and finance.
Strategy and Structuring
- 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.
- Represented a major university in a joint venture with various hospital systems and accountable care organizations to create a data-driven platform for analyzing clinical outcomes.
- Represented a major pharmacy benefits manager in renegotiation of a troubled, mission-critical IT outsourcing relationship and subsequent RFP for and negotiation of a successful replacement IT outsourcing relationship.
- Represented a luxury product company in the strategic commercialization of its IP assets and portfolio structuring.
- Represented Pfizer in connection with the outsourcing of its post-proof of concept clinical trial management function to Parexel International, Inc. and Icon Clinical Research Limited.
Intellectual Property Licensing and Collaborations
- Represented a major pharmaceutical company in connection with the negotiation of a $900 million license, collaboration, and R&D finance arrangement with a consortium of financial investors.
- Represented Mersana Therapeutics in its $27 million Series A-1 financing and collaborations with Endo Pharmaceuticals, Adimab LLC., Takeda Pharmaceuticals and Merck KGaA.
- Represented Ironwood Pharmaceuticals in developing and implementing its worldwide licensing strategy for linaclotide, including licenses with aggregate upfront payments of $140 million.
- Represented a global children’s clothing company in implementing domestic and international licensing, distribution, supply and joint venture relationships.
- Represented a cosmetic device company in developing licensing and co-branding relationships in South Korea.
- Represented academic institution in negotiating software and mobile device licenses for citation tools.
- Represented a medical device company in a technology license to a Japanese multinational conglomerate.
Mergers & Acquisitions
- Represented the Canada Pension Plan Investment Board in its purchase of a portion of Dana-Farber Cancer Institute’s royalties defined by certain licensing arrangements related to Dana Farber’s Programmed Death Ligand-1 (PD-L1) intellectual property.
- Represented TPG Capital portfolio company Decision Insight Information Group, a provider of information, infrastructure, decision support products and services for financial and legal professionals, in its $661 million sale of Marshall & Swift/Boeckh, LLC, DataQuick Information Systems, Inc. and the Credit and Flood Services.
- Represented Zynga in its acquisition of various online gaming companies.
- Represented Genzyme Corporation in connection with its divestiture of three non-core business units, including the sale of its Genzyme Genetics business unit to Laboratory Corporation of America for $925 million.
- Representing various private equity firms in ongoing M&A activity.
Data and Digital Health
- Advised Pfizer on developing social media best practices and privacy policies.
- Represented a public healthcare technology company on digital technology compliance matters.
Media and Advertising
- Represented an advertising agency on corporate and commercial matters, including legal review and clearance of advertising materials, negotiation of talent agreements, and legal structure of contests and promotions.
- Represented various authors in connection with publication agreements.
- 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, “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)