Life Sciences

Morse represents biotechnology, pharmaceutical and medical device companies, institutions, and investors in a wide range of sophisticated legal matters that arise in connection with the development, protection, and commercialization of their diagnostic and therapeutic solutions.

Our life sciences practice features professionals experienced in counseling clients in the life sciences industry with regard to:

• Intellectual property
• Licensing & strategic alliances
• Corporate finance, governance, and mergers & acquisitions
• Employment and executive compensation

Intellectual Property

We help our clients in the life sciences industry safeguard their intellectual property by exploiting the full range of available protections. Our patent prosecution team designs and implements value-oriented patent portfolios, and performs freedom-to-operate and related clearance studies on behalf of our clients. Our trademark team advises clients on the selection, registration, and enforcement of marks in the United States and abroad. We provide copyright registration services to protect works of authorship such as software code, and our attorneys also assist clients with developing and implementing effective trade secret protection programs.

Licensing & Commercial Contracts

We counsel clients on structuring, negotiating, and drafting many types of third party agreements, including in-bound and out-bound license agreements involving patented and other technologies, joint research and development agreements, clinical trial agreements, sponsored research agreements, invention assignments, consulting agreements, and non-competition agreements. We also provide guidance regarding distribution agreements, sales agency agreements, manufacturing, and joint venture agreements.

Corporate Governance; Venture Capital Financing; Mergers & Acquisitions

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, as well as in advising clients on compliance with the public securities laws. 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 extensive experience in complex merger & acquisition transactions in which we have represented both publicly traded and privately held buyers and sellers.

Employment and Executive Compensation

We help clients protect 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.

REPRESENTATIVE MATTERS:

• Conducting intellectual property due diligence, including a freedom to operate study, on behalf of a global pharmaceutical company in connection with that company’s proposed acquisition of worldwide rights to an anti-infective product.
• Leveraging a provisional application on a medical aesthetics technology into a worldwide patent portfolio protecting valuable market share, and later purchased for a multi-million dollar valuation by a competitor.
• Conducting freedom to operate studies on behalf of a biotech company in support of that company’s RNAi development programs.
• Building an international patent portfolio for a platform technology of a medical device company leading up to its acquisition for almost $700 million.
• Managing trademark matters for Kyruus, CRF Health, Physicians Interactive, Owen Mumford, Signet Armorlite Europe, Pharmalucence, and others.
• Representing ETEX Corporation in its sale to Zimmer Holdings, Inc. and the divestiture of the CarriCell and CarriJect product lines to a third party purchaser.
• Representing Agrivida, Inc. in its research alliance with Syngenta Ventures to develop advanced crop technology and provide Agrivida access to Syngenta crop technology and intellectual property.
• Representing an academic institution and working with its exclusive licensee in patent prosecution matters before the U.S. Patent and Trademark Office to obtain issued patents related to induced pluripotent stem cell technology enabling the reprogramming of human somatic cells.
• Representing a biopharmaceutical Company in its evaluation and in-licensure of patent rights and related technology from Massachusetts General Hospital for the treatment of cystic fibrosis.
• Counseling multiple medical device companies on a broad array of employment law issues, including employment agreements and policies, preventative practices, discipline and discharge issues, wage and hour issues, and non-compete matters.
• Represented a diagnostic instruments company in response to a complaint alleging disability discrimination and retaliation.  Our attorneys were in successful in obtaining the dismissal of the complaint.
• Recently defended a medical delivery company in a class action alleging independent contractor misclassification.  Our attorneys were successful in obtaining a favorable class action settlement.
• Represented bluebird bio, Inc., a clinical-stage company committed to developing potentially transformative gene therapies for severe genetic diseases and T cell-based immunotherapies, in connection with securing L-1A and O-1 visa approvals, and eventual Green Cards for key hires when H-1B visas were unavailable.
• Represented Imbed Biosciences, Inc., a privately-held medical device company developing novel and patent-pending technologies for imbedding bioactive molecules in wound dressings and surgical implants, in securing immigrant visa petition approval under the Extraordinary Ability category for its co-founder, paving the way for company to successfully launch.