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Firm Clients Sheprd and iZotope Are Finalists in MassTLC Leadership Awards 07/27/2017

Posted by Morse Barnes-Brown Pendleton in Client News, Computer Software & Hardware, Internet and E-Commerce, Telecommunications & Networking.
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Firm clients Sheprd and iZotope are among the 2017 MassTLC Technology Leadership Awards finalists. The awards, presented by the Mass Technology Leadership Council, are comprised of individual and company categories, including CEO of the Year, Emerging Executive of the Year, Emerging Company of the Year, Cutting Edge Technology of the Year, and Technology for a Better Tomorrow, among others.

Sheprd and iZotope are both finalists in the Innovative Tech of the Year: Consumer category. The winners will be announced at the MassTLC Leadership Awards Gala on September 14th.

Congratulations and good luck to our clients, Sheprd and iZotope.

Scott Bleier Moderating ABA Venture Capital Webinar This Thursday 07/24/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Events, Corporate, Venture Capital & Private Equity.
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M0846500This Thursday, July 27th, beginning at 1pm EST, corporate attorney Scott Bleier will moderate the ABA Business Law Section webinar “Roadmap of a Venture Capital Deal“. The panel will cover various topics of the lifecycle of a venture capital financing transaction.

Visit our VCs and Startups blog for more information about the webinar and details on how to register.

BioAxone BioSciences Peer-Reviewed Research Article Published in Frontiers Journal Series 07/20/2017

Posted by Morse Barnes-Brown Pendleton in Client News, Life Sciences.
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Firm client BioAxone BioSciences announced that its peer-reviewed research article on axon regeneration was published in Frontiers Journal Series, Frontiers in Molecular Neuroscience. The article “MAG, Myelin and Overcoming Growth Inhibition in the CNS” was written by BioAxone’s CEO Lisa McKerracher, Ph.D. and Kenneth Rosen, Ph.D., VP of Research. Frontiers in Molecular Neuroscience publishes rigorously peer-reviewed research that aims to identify key molecules underlying the structure, design, and function of the brain across all levels.

BioAxone is a clinical-state biopharmaceutical company developing regenerative therapeutic drugs based on a deep understanding of axon regeneration and neuronal signaling pathways.

Congratulations to our client on this achievement. For more information, read the press release.

MBBP Publishes July M&A Today Newsletter 07/13/2017

Posted by Morse Barnes-Brown Pendleton in M&A, MBBP news.
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2016-08-08_16-11-25The latest edition of our M&A Today Newsletter is published!

Articles include:

Plus a special attorney profile of corporate partner Joe Marrow on page four.

Find more information view our M&A blog or read the full newsletter.

Corporate Attorney Shannon Zollo Explains In-House Counsel’s Role in Due Diligence 07/05/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Intellectual Property.
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M0846567In Corporate Counsel’s article “10 Uber In-House Attorneys Saw Due Diligence Report in Battle With Alphabet“, Shannon Zollo comments on the role of in-house counsel in the due diligence process. The article discusses a due diligence report from Uber’s acquisition of Otto, in which Alphabet claims there is proof that Uber knowingly acquired stolen intellectual property. As such, the importance of the due diligence process is highlighted and, in particular, in-house counsel’s role in the process.

Shannon explains that the goal of the due diligence period is to review a target company in a merger or acquisition and ascertain whether or not there are any potential issues. He notes:

The purpose of a diligence report is to understand as best as is possible before you close, the nature of the target and whether that target fits within your acquisition profile across the board.”

If any issues do arise, Shannon states that the buyer’s internal team has to discuss the next best steps and that “in-house counsel should be deliberate in trying to maintain privilege”.

For more information from Shannon on the due diligence process read the full article.

Chip Wry Discusses Planning for Tax Reform in Accounting Today Article 07/05/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Financial Services, Taxation.
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M0846619Accounting Today’s article “Getting Ahead of Tax Reform” discusses the importance of planning and action for businesses before the potential tax reform takes place. Tax attorney Chip Wry comments on the uncertainty of which pieces of the proposed legislation will be enacted, and notes the possible implications regarding the elimination of the interest expense deduction and the expensing of capital expenditures. Chip also discusses how tax reform could affect choice of entity for new businesses, particularly the choice between C corporation or LLC. Chip notes:

Before the individual rates went up under the current rules, we formed a higher percentage of companies as LLCs than after they increased… But with the increase in rates, we were more willing to form companies as a C corporation.”

For more of Chip’s insights into potential tax reform, read the full Accounting Today article.

ConforMIS Receives FDA Clearance for iTotal Hip Replacement System 06/27/2017

Posted by Morse Barnes-Brown Pendleton in Client News, Life Sciences, Medical Devices.
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conformis-inc-logoFirm client ConforMIS, Inc. received FDA 510(k) clearance for its primary iTotal Hip replacement system. Chief Executive Officer and President Mark Augusti remarked:

Having treated over 50,000 patients with customized knee replacement implants, ConforMIS brings over a decade of experience in patient-specific technology to the hip replacement market. FDA clearance of iTotal Hip demonstrates the ability to apply our proprietary iFit® image-to-implant technology to other joints. There has been a trend towards personalized healthcare and we believe patients expect and deserve personalized treatment.”

The iTotal Hip replacement system has technology that is similar to that used in ConforMIS’s customized knee implants. The company hopes to improve patient outcomes through customized implants for joint replacements.

Congratulations to our client on this achievement. For more information, read the full announcement.

Matal v. Tam: The Supreme Court Rejects the Prohibition on Disparaging Trademarks 06/22/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Intellectual Property.
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Sean D. Detweiler (SDD)By: Sean Detweiler and Bianca Sena

On Monday June 19, 2017, the U.S. Supreme Court ruled that the U.S. Trademark Office’s denial of registration for “disparaging” trademarks under Section 2(a) of the Lanham Act violates the Free Speech Clause of the First Amendment and is therefore unconstitutional. The case, Matal v. Tam (previously known as Lee v. Tam) concerned the federal trademark registration of “The Slants,” an all Asian-American rock band. The Court affirmed the Federal Circuit’s decision that Section 2(a) constituted viewpoint-based discrimination because it necessarily required a subjective value judgment on whether something is “disparaging.” The decision upended a portion of statute that has been in place since 1946. The decision will likely impact a parallel trademark case, Pro Football Inc. (a.k.a., the Redskins case), which involves the same disparagement clause section of the Lanham Act and cancellation of the Redskins trademark registrations.

For further detail, read “Matal v. Tam: The Supreme Court Rejects the Prohibition on Disparaging Trademarks”. For more information on trademarks, please contact Sean Detweiler.

The Risks of Using Finders and Unregistered Brokers 06/21/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Financial Services, Private Investment Funds & Advisers.
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JHW Headshot Photo 2016 (M0990045xB1386)Private fund managers often use placement agents, finders, and other intermediaries to help raise capital for their investment funds. Using an intermediary that has failed to register as a broker-dealer, however, is fraught with risk. In his article “The Risks of Using Finders and Unregistered Brokers”, private funds attorney Josh Watson cautions against using unregistered brokers and describes how to determine when an intermediary should be registered.

Read the full article on our website. For more information, please contact Josh Watson or a member of our PIFA practice.

iSpecimen Unveils Online Biospecimen Marketplace 06/13/2017

Posted by Morse Barnes-Brown Pendleton in Client News, Life Sciences.
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iSpecimen Logo (M0910032xB1386)Firm client iSpecimen has launched an online biospecimen marketplace for the life sciences industry. The company hopes that the marketplace will alleviate scientists’ difficulty in finding high-quality samples of human material necessary to conduct research.

The marketplace compiles available samples and allows users to search by patient information. Users can then order the corresponding materials.

For more information about the iSpecimen Marketplace, read the full article in the BBJ, or iSpecimen’s press release.

Registration Exemptions for Investment Advisers 06/08/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Financial Services, MBBP news, Private Investment Funds & Advisers, Venture Capital & Private Equity.
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JHW Headshot Photo 2016 (M0990045xB1386)When may an investment adviser avoid registering with the Securities and Exchange Commission? Private funds attorney Josh Watson answers this question in his article “Registration Exemptions for Investment Advisers” that summarizes the requirements of two registration exemptions that are available to managers of private investment funds.

To learn about the two registration exemptions read the full article on our website. For more information, please contact Josh Watson or a member of our PIFA practice.

Chip Wry Discusses Choosing a Business Structure in Inc. Magazine Article 06/07/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Taxation.
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M0846619Inc. Magazine’s article “10 Questions to Ask Yourself Before Choosing a Business Structure” offers a primer on choosing a company’s business form. Tax attorney Chip Wry notes that “choosing a business entity is like looking into the crystal ball of your company’s future”. The article covers some of the differences between S corp, C corp, B corp and LLC and what those differences can mean for the future of a company.

For more information, please read the full article or contact Chip Wry.

Encore Event! Strategic Alliances: Pot of Gold or Pretty Poison? – Life Sciences Series, June 28 06/05/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, Life Sciences, MBBP news.
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JMH Headshot Photo 2015 (M0846571xB1386)Due to overwhelming demand for our April 28 “Strategic Alliances: Pot of Gold or Pretty Poison?” event, we will be holding another round on Wednesday, June 28 at the Cambridge Innovation Center (CIC). Moderated by corporate attorney John Hession, a panel of business development experts will explore various research and collaboration structures, from options to license to comprehensive collaboration partnerships. The panel will discuss various licensing vehicles, the importance of concise fields of use descriptions, sample economics, and conventional transaction structures.

Space is limited! View our event page for more information and to register for the event.

MBBP Clients Included in MassChallenge 2017 Startup Class 05/25/2017

Posted by Morse Barnes-Brown Pendleton in Client News.
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logo_mcFirm clients DropZone for Veterans and Skelmet are among the 128 startups that will be a part of this year’s MassChallenge Boston accelerator program. MassChallenge helps the world’s highest-impact and highest-potential startups launch, grow, and make an impact across various industries. The program received more than 1,500 applications this year, and will end with the MassChallenge Boston Awards, where startups will compete for shares of more than $1.5 million in equity-free awards.

DropZone for Veterans is a customizable directory of high-impact veteran benefits including education, employment, family, and health and wellness. Skelmet is revolutionizing the eyewear industry with 3D Fit technology, combining state of the art 3D scanning with 3D printing to automatically measure, design, and produce bespoke sunglasses.

Congratulations to DropZone for Veterans and Skelmet!

Howard Zaharoff Co-Chairing 2017 MCLE Annual IP Law Conference 05/11/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Events, Intellectual Property.
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HGZ Headshot Photo 2015 (M0846618xB1386)As in previous years, intellectual property attorney Howard Zaharoff will co-chair MCLE’s 20th Annual Intellectual Property Law Conference 2017. The conference will cover various intellectual property topics, including IP litigation, protecting designs, IP issues in software, and the Defense of Trade Secrets Act.

The conference will be held on June 20th, both in-person and available via live webcast.

Lisa Warren Moderating Panel at Northeastern University School of Law 2017 Women in the Law Conference 05/08/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Events, Intellectual Property.
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LMW Headshot Photo 2015 (M0846622xB1386)Don’t miss Lisa Warren next Friday, May 19 at the Northeastern University School of Law (NUSL) 2017 Women in the Law Conference. Lisa will moderate the panel “Unlocking the Mysteries of the ‘New Girl’ Network“, where panelists will discuss how women’s networks can spark ideas, recharge your career, build client relationships, and lead to meaningful connections with others in the public and private sectors. Attorney General Maura Healey will be the keynote speaker at the conference.

View the event page for registration information and the full conference agenda.

Shann Kerner Joins MBBP as Intellectual Property Partner 05/03/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Intellectual Property, Life Sciences, MBBP news.
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SLK Headshot Photo 2017 (M1062434xB1386)We are pleased to announce the addition of Intellectual Property Member Shann Kerner.

Shann has substantial experience advising emerging, mid-sized and public companies in the biotechnology, pharmaceutical and medical device fields, counseling them on the creation, leveraging and protection of IP, with a view towards strengthening the business strategy of her clients.

A versatile and seasoned member of the Intellectual Property department, Shann concentrates her practice on IP counseling, particularly on patent portfolio procurement and management and IP due diligence in connection with venture capital, mergers and acquisitions, IPOs, and internal audits. Shann also focuses on analyses regarding patentability, freedom-to-operate, inventorship, derivation, validity and competitive subject matter landscape.

We invite you to contact Shann directly.

Tales from the Trenches: Reflections on Successful Exits – Venture Capital Event, May 18 04/28/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Events, MBBP news, Venture Capital & Private Equity.
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M0846500Our Venture Capital team will be hosting a panel event, Tales from the Trenches: Reflections on Successful Exits, on Thursday May 18 at the Cambridge Innovation Center (CIC). Moderated by corporate partner Scott Bleier, a panel of entrepreneurs will share stories about how they built and eventually sold their companies to large strategic acquirers.

Space is limited! View our VCs and Startups blog for more information, including how to register.

Applied BioMath and Northern Biologics to Collaborate on Biotherapeutic Candidate in Oncology 04/21/2017

Posted by Morse Barnes-Brown Pendleton in Client News, Life Sciences.
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Applied BioMath logo (M1064209xB1386)Firm client Applied BioMath, the industry-leader in applying mechanistic modeling to drug research and development, announced a collaboration with Northern Biologics, an innovative antibody discovery and development company. The companies will focus on traditional and mechanistic pharmacokinetic and pharmacodynamics (PK/PD) modeling for a biotherapeutic candidate in oncology. Applied BioMath will leverage both traditional PK/PD models and semi-mechanistic PK/PD models, while Northern Biologics will use this model to strengthen their understanding of the parameters that will determine optimal dosing paradigms.

Congratulations to our client on this new collaboration. For more information, read the full press release.

MBBP’s Life Sciences Vector Newsletter, Spring 2017 04/20/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Intellectual Property, Life Sciences, MBBP news, New Resources.
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Our Life Sciences team has published the Spring 2017 edition of its newsletter, Vector. Below you will find brief descriptions of the news and articles included in the publication. Read the full newsletter for more information.


We are pleased to announce that David Czarnecki and Stanley Chalvire have been elevated to Member. Dave is exceptionally proficient in guiding both buyers and sellers through a wide range of corporate transactions. Stan is a Registered Patent Attorney, specializing in the licensing of intellectual property and related counseling.


Litigation associate Amanda Phillips has been named a 2017 Up & Coming Lawyer by Massachusetts Lawyers Weekly. The recognition is awarded to a select number of attorneys who have been practicing for fewer than 10 years but whose professional achievements are noteworthy and whose service to the community is also significant.


Michael’s practice is focused primarily in the areas of emerging and growth technology companies, venture capital, M&A transactions, and corporate governance. As a member of the Corporate Department, Michael advises technology and other emerging companies through each stage of growth. Prior to joining MBBP, Michael was a member of the Technology Companies group at Goodwin Procter LLP.


MBBP represented several clients in life sciences transactions, including iSpecimen, Orionis Biosciences, First Light Biosciences, and Manus Biosynthesis. The transactions ranged from convertible debt to equity investments. Learn more on page 2.


Launching a new product or service can be fraught with uncertainty and involve large expenditures of limited resources. An FTO opinion can reduce uncertainty and provide some insurance against loss from an unfavorable finding of infringement of another’s patent. An FTO opinion makes a determination whether a product or service infringes issued patents. In other words, the opinion indicates whether or not there is “freedom to operate” the product or service within the patent landscape. Often, FTO opinions also identify patent applications that, if later issued as patents, may be problematic. Read the full article on page 2.


One of the biggest frustrations for patent applicants is the incredibly slow pace at which an application proceeds from filing to receipt of a substantive examination report to allowance. On average it takes 15.7 months for a patent application to receive even a first substantive examination report, though there is significant variability across technology areas. The Patent Office has recognized this problem and implemented several initiatives which attempt to address the problem from different angles. Two programs in particular have gained traction: the Patent Prosecution Highway (PPH) and Track One Prioritized Examination. Continue reading for more information about these programs.


Collaboration remains a valuable means of fostering innovation and advancing scientific, clinical and commercial objectives. Towards that end, two or more parties contemplating a collaboration often consider entering into a Joint Development Agreement, where they define, among other things, their respective contributions and responsibilities towards their common objectives. These types of collaborations require a careful and thorough consideration of the disposition of intellectual property rights that may arise as a result of each party’s performance of its responsibilities under such collaborations. Read more starting on page 3.


The last year of the Obama Administration saw an increased activism by President Obama in the area of skilled immigration. Through Executive Orders and regulations, the President made a number of important changes including providing Employment Authorization for spouses on H-4 visas, increasing the period of post-graduate employment authorization for foreign students in STEM fields (Science, Technology, Engineering and Mathematics), increasing the number of academic fields included in STEM and formalizing a grace period for foreign nationals on H-1B visas that find themselves between jobs. Read the full article beginning on page 5.

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