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MBBP Client Demiurge Studios Acquired by SEGA Networks 02/20/2015

Posted by Morse, Barnes-Brown Pendleton in Client News, Computer Software & Hardware, Games & Interactive Entertainment, Intellectual Property, Legal Developments, Licensing & Strategic Alliances, New Resources, Public Companies, Publishing & Media.
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2015-02-19_10-29-40MBBP Client Demiurge Studios, an independent game developer out of Cambridge, Massachusetts, has been acquired by SEGA Networks, a multinational video game developer, publisher, and hardware development company. Founded in 2002, Demiurge Studios made the transition into mobile gaming in 2008 and found success with Marvel® Puzzle Quest™, a top 100 grossing app on the App Store and top 50 grossing apps on Google Play. Previously, they worked with world-class developers like BioWare™ and Irrational Games™ on AAA console and PC games, contributing to titles such as BioshockBorderlands, and Mass Effect. Demiurge Studios will continue to make games under the Demiurge Studios name.

Morse, Barnes-Brown & Pendleton serves as counsel to Demiurge Studios, and advised it in connection with the structuring, negotiation and documentation of this transaction.

Joe Martinez was the lead corporate attorney on MBBP’s team, which also included attorneys Mike Cavaretta, Diana Española and Hillary Peterson.

To learn more, read the full press release.

The Industrial Internet Consortium Announces Release of “Track and Trace” 02/18/2015

Posted by Morse, Barnes-Brown Pendleton in Client News, Industries, Manufacturing, Retail & Service.
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MBBP client The Industrial Internet Consortium (IIC), a non-profit group whose mission is to accelerate growth of the Industrial Internet by identifying, assembling and promoting best practices, has announced the release of the Track and Trace testbed. The goal of this project is to manage handheld power tools in manufacturing and maintenance environments by efficiently tracking and tracing the usage of these tools for proper use. During this two year project, five Industrial Internet Consortium members will be lending their expertise to the testbed. With the Track and Trace testbed, companies will be able to enhance productivity, production quality, and work safety in manufacturing.

To read the full press release.

MBBP Client Valeritas Files IPO 02/17/2015

Posted by Morse, Barnes-Brown Pendleton in Client News.
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Valeritas, Inc.

On February 12, 2015, MBBP client Valeritas, Inc., a medical technology company focused on the development and commercialization of innovative drug delivery solutions, filed for a $90 million IPO.

The filing with the SEC arrives one week after insulin pump maker Asante Solutions postponed its proposed $49 million offering.

Valeritas markets a disposable device that delivers basal-bolus insulin therapy for Type 2 diabetes.

More details can be found here or visit www.valeritas.com.

Kaspersky Lab Discovers Bank Robbery 02/17/2015

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Kaspersky Lab

MBBP client Kaspersky Lab, Inc., a home and business computer security software company based in Woburn, MA., discovered one of the biggest bank robberies in history, showing that they are a major global player in the cybersecurity industry. On February 16, 2015 Kaspersky announced through a Press Release the criminals may have stolen as much as $1 billion from banks around the world!

For more information on Kaspersky click here.

MBBP Client Forge Worldwide Wins “Sweet” Partnership with Friendly’s 02/05/2015

Posted by Morse, Barnes-Brown Pendleton in Client News, Industries, Internet and E-Commerce, Public Companies, Publishing & Media, Telecommunications & Networking.
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forgelogoMBBP would like to congratulate client Forge Worldwide, a Boston-based advertising agency, for winning a partnership with Friendly’s Ice Cream.  Forge Worldwide will now oversee all television, radio, print and out-of-home advertising for Friendly’s as well as provide support to the Friendly’s team as it focuses on its re-brand and resurgence in core markets. Some other clients Forge Worldwide works with include Cisco, Rockland Trust, Brigham and Women’s Hospital, and Dragon Speech Recognition Software.


You can read the full announcement here.

Well done, Forge Worldwide!

Dane Street Expands to Better Serve Their Customers 02/03/2015

Posted by Morse, Barnes-Brown Pendleton in Client News, M&A.
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Dane Street Client Logo (M0739750)MBBP client Dane Street recently announced the acquisition of National Examinations Network (NEN) a Huntington, NY based company.  The new partnership will further strengthen Dane Street’s ability to better serve their clients within that region. Morse, Barnes-Brown & Pendleton serves as counsel to Dane Street, and advised it in connection with the structuring, negotiation and documentation of this transaction.  Shannon Zollo was the lead corporate attorney on MBBP’s team.

More details can be read here.

Spectro Scientific Acquires On-Site Analysis, Inc. 01/28/2015

Posted by Morse, Barnes-Brown Pendleton in Client News, Deal News.
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Spectro Scientific

On November 28, 2014, MBBP client Spectro Scientific, a leading developer and manufacturer of analytical tools and software acquired On-Site Analysis, Inc., (OSA).  Spectro Scientific is one of the largest worldwide suppliers of oil, fuel and processed water analysis instruments to industry and the military.  OSA specializes in manufacturing analytical equipment primarily for on-premise coolant, oil and lubrication testing.  The acquisition will enable customers to enjoy continually higher levels of analytical speed, convenience and accuracy.

Morse, Barnes-Brown & Pendleton serves as counsel to Spectro Scientific, and advised it in connection with the structuring, negotiation and documentation of this transaction.  Joe Marrow was the lead corporate attorney on MBBP’s team.

For more information read the full article.

FDA Recommends Approval of Sandoz’s Biosimilar Drug, a First 01/07/2015

Posted by Morse, Barnes-Brown Pendleton in Client News, Life Sciences, Medical Devices.
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By: David FazzolarePatent Attorney David Fazzolare

On January 5, 2015, the US Food and Drug Administration’s (“FDA’s”) Oncologic Drugs Advisory Committee (the “Committee”) announced its recommendation that the FDA approve Sandoz Inc.’s application to market Zarxio® (EP2006), a biosimilar version of Amgen, Inc.’s Neupogen® drug.  The Committee explained its recommendation in a 62-page, publicly-issued briefing document.  Zarxio® is the first drug reviewed by the Committee under new biosimilars provisions enacted as part of the Patient Protection and Affordable Care Act.  The Committee’s recommendation is therefore a key step forward not only for Zarxio®, but also for implementation of the new biosimilars provisions (known as the Biologics Price Competition and Innovation Act of 2009, or “BPCIA”).

Sandoz is not yet seeking interchangeability status for Zarxio®, a designation which allows pharmacists to substitute biosimilars in place of prescribed reference biologics—i.e., Zarxio® in place of Neupogen®.  Sandoz told the Committee it plans to file for interchangeability only after Zarxio® is fully approved as a biosimilar.

The Committee’s recommendation, while a milestone for the drug and the FDA, does not automatically clear the way for approval of Zarxio®.  The Committee noted that the lack of comparative data available left some “residual uncertainty about whether ADA [anti-drug antibodies] incidence is similar in subjects administered [Zarxio®] and … Neupogen®.”  On January 7, 2015, the FDA will take testimony from experts, who may weigh in on this issue, and provide their own recommendations as to whether the FDA should approve Zarxio® as a Neupogen® biosimilar.  The FDA will then undertake a full review of Zarxio®.  In the background is Amgen’s pending federal lawsuit against Sandoz, brought on October 24, 2014, which alleges Sandoz’s conduct violated the procedures required by the BPCIA.  Amgen also submitted a citizen’s petition to the FDA on October 29, 2014, asking that the FDA require biosimilar applicants to fully comply with all BPCIA procedures.  How the Committee’s recommendation will affect these filings remains unclear.

For more information, please contact David Fazzolare.

Q3 VC Data Reported in MBBP’s VC Spotlight Newsletter 12/19/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Venture Capital & Private Equity.
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MBBP’s Q4 VC Spotlight newsletter just published over on our Venture Capital and Start-Up Blog!

We’re reporting on Q3 2014 First Institutional Rounds; how the SEC’s suggested changes to the definition of which investors constitute “accredited investors”  might affect you; and a recent financing completed by our client, MA-based OYO Sports.

Get the details here.

MBBP’s Chip Wry Featured in Latest Edition of Business Entities 12/15/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, MBBP news, New Resources.
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Corporate and Tax Attorney Charles Wry, Jr.

Thomson Reuters has published an article written by MBBP’s Chip Wry in its November/December issue of Business Entities.  Chip’s article, entitled Tax Consequences of Issuing Convertible Notes for a Start-Up LLC, considers certain negative tax aspects of a start-up LLC’s use of convertible notes to raise seed financing.


The full article can be read here.

For any questions on the topic, please contact Chip Wry.

MBBP Client Design Mentor, Inc. Wins at Biomedical “Shark Tank” 11/24/2014

Posted by Morse, Barnes-Brown Pendleton in Client News.
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2014-11-06_9-34-39MBBP Client Design Mentor, Inc., won first place at the 16th Annual National Institutes of Health Small Business Innovation Research and Technology Transfer Conference  for the VentriFloTM True Pulse Pump (TPP) for cardiopulmonary bypass surgery, which helps maintain optimal blood flow to reduce complications. Design Mentor, Inc. was one of  five finalists chosen out a pool of applicants to present at the conference. Each finalist had two minutes to explain the ingenuity, feasibility and potential impact of their technology, followed by a three-minute Q/A with the judges. Design Mentor, Inc. was able to explain the fundamental differences between current rotary pumps and the VentriFlo True Pulse Pump to impress the judges.

Great work, Design Mentor, Inc.!


Amgen Rejects Sandoz’s Offer to Dance Out of Step Under the Biosimilars Act 11/18/2014

Posted by Morse, Barnes-Brown Pendleton in Client News.
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By Joanna T. Brougher and David A. Fazzolare


Amgen and Sandoz are back at it again, with Amgen filing a complaint in the United States District Court for the Northern District of California, alleging that Sandoz failed to comply with certain “patent dance” provisions under the Biologics Price Competition and Innovation Act (“Biosimilars Act”).

On July 24 2014, Sandoz announced that the FDA had accepted its application for review of a biosimilar version of Amgen’s Neupogen® (filgrastim) drug. Under § 262(l) of the Biosimilars Act, once the FDA accepts a biosimilar application for review, the biosimilar applicant must provide the reference product sponsor with “information that describes the process or processes used to manufacture the biological product” that is subject to FDA review. Amgen’s complaint alleges that Sandoz failed to provide any information regarding the manufacturing process of Sandoz’s biosimilar drug.  In particular, Amgen alleges that Sandoz sent a letter to Amgen on July 8, 2014 proposing an alternative method to the patent dance that would not require Sandoz to supply Amgen with any manufacturing process information. Amgen rejected Sandoz’s offer for an alternative patent dance procedure and did not receive the manufacturing process information from Sandoz by the July 28, 2014 deadline.  On October 20, 2014, Sandoz sent Amgen a letter reminding Amgen that Sandoz’s July 8 letter served as a 180-day notice of commercial marketing for the biosimilar drug, which is required under the Biosimilars Act.

Amgen’s lawsuit against Sandoz included patent infringement, unfair competition and conversion claims. Among other forms of relief, Amgen is seeking to obtain an injunction that would prevent the FDA from approving Sandoz’s biosimilar drug for marketing until Sandoz has complied with the patent dance requirements.

On October 29, 2014, just five days after Amgen filed its complaint against Sandoz, Amgen also filed a Citizen Petition with the FDA requesting that biosimilar applicants be required to certify that they will comply with the patent dance procedures under the Biosimilars Act.  In the petition, Amgen emphasizes that failure to comply with the patent dance framework “vitiates the entire scheme that Congress created.” However, Amgen’s Citizen Petition only applies to biosimilars that have not yet been accepted by the FDA for review, which means that the petition would not apply to Sandoz’s biosimilar Neupogen® application since that application has already been accepted by the FDA for review.

Regardless, Amgen’s recent complaint against Sandoz and Amgen’s Citizen Petition both have the potential to significantly impact the fate of generic biologic drug approvals in the United States going forward.

For more information on this topic, contact David or Joanna

MBBP Upcoming Event: Charting a Course from Start-Up to Successful Exit 11/11/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Events, MBBP news.
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Cambridge Innovation Center (CIC)On Tuesday, December 9th MBBP will be hosting a VC event at the Cambridge Innovation Center on the journey from company formation to an eventual exit from the industry, and the steps to take to ensure a successful exit. The discussion led by our panelists will provide detail about their experiences, with focus on topics such as business plans, company life-cycles, investors, and exit opportunities. MBBP will also provide a review of proprietary Q2 and Q3 Series A data.

Moderated by:
Scott Bleier, Senior Attorney, Morse, Barnes-Brown & Pendleton, PC

Enrico Palmerino, Managing Director, SmartBooks
Shylendra Kumar, Founder & President, Datafarm, Inc.
Jason Russo, President, Marc USA (Boston)


This event is complimentary, but space is limited. Register today!
Please visit our event page for more details and to register.

MBBP Client Promoboxx Supports Local Retailers with Launch of Marketing Tool: Match 11/06/2014

Posted by Morse, Barnes-Brown Pendleton in Client News.
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2014-10-28_8-10-57MBBP Client Promoboxx, Inc. has launched its new product called Match, a tool that helps connect manufacturers and small retailers. With Match, manufacturing brands can now reward retailers for their marketing efforts on Promoboxx. Retailers can then redeem those rewards for local advertisements. The use of Match allows companies to become expert marketers in almost no time at all, and gives companies the ability to track advertisement effectiveness. Promoboxx has been testing the new Match program with some of its partners including Reebok, Volkswagen, and General Electric and feedback thus far has been positive.

Great work, Promoboxx!

A full article on Promoboxx’s Match can be read here.

MBBP’s Jon Gworek Sits on MCLE Panel: Matchmaking & Papering the Deal in the VC World 11/06/2014

Posted by Morse, Barnes-Brown Pendleton in Client News.
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Corporate Attorney Jonathan GworekOn October 14th, MBBP Partner Jon Gworek participated in an MCLE event discussing venture capital investments. Jon’s comments focused on the key economic terms and conditions . Jon emphasized current best practices for structuring and negotiating these documents as company counsel. Jon was joined by David Verrill of Hub Angels and Peter Moldave of Gesmere Updergrove.

For more information on venture capital transactions, please contact Jon Gworek

MBBP Client Virgin Pulse Links with Apple’s New HealthKit App 10/28/2014

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2014-10-27_12-57-01MBBP Client Virgin Pulse, a health and wellness software company, has integrated its products with Apple’s new HealthKit app. Being one of the first health programs to connect to Apple’s iPhone 6 health app, Virgin Pulse has an opportunity to serve as intermediary between HealthKit and the wide range of health, wellness, and fitness applications Virgin Pulse currently connects to, so they may work together. This integration  might be the beginning of a health revolution. Virgin Pulse offers a wide-array of health and wellness related services to promote positive behavior change. Now with the integration of the HealthKit app the company offers a larger opportunity for more users to track health data.


To read more about the Virgin Pulse and HealthKit integration 

MBBP Client Named to BBJ and MHT 2014 Innovation All-Stars List 10/21/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Computer Software & Hardware, Internet and E-Commerce, MBBP news.
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2014-10-20_13-58-38This month, the Boston Business Journal and Mass High Tech have published the list of 2014 Innovation All-Stars .  This year, two individuals and 15 companies will be honored. Among the companies named is MBBP client erecruit,  which was selected for the category of internet and business software.

Congratulations erecruit!

The full list of the 2014 Innovation All Stars can be read here

MBBP Client OYO Sports Acquires New Investors 10/20/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Games & Interactive Entertainment, Industries, Intellectual Property, Manufacturing, Retail & Service, MBBP news.
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OYO Sportstoys, Inc.MBBP client OYO Sports is getting noticed by investors and making strides towards innovative toys for kids. OYO, based in Acton, makes plastic “minifigure” toys that resemble star athletes, similar to the popular Lego toys. The local toy start-up company has raised $14 million in funding in the last year and has recently acquired a new investor. OYO’s newest investor is Mandalay Sports Media, a company chaired by Hollywood executive Peter Guber, who is also an owner of the Los Angeles Dodgers and the NBA’s Golden State Warriors. Local OYO investors include Atlas Venture and Boston Seed.

Learn more about where OYO came from and where they’re going in these recent articles by the Boston Globe and The Boston Business Journal.

Way to go, OYO!


MBBP Client Results:Digital Acquired by MARC USA 10/06/2014

Posted by Morse, Barnes-Brown Pendleton in Client News, Computer Software & Hardware, Internet and E-Commerce, MBBP news.
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resultsdigMBBP Client Results:Digital, a Boston-based digital media agency, has been acquired by  a national marketing communications company. MARC USA is a  full-service marketing firm known for uncovering radical insights that incite powerful reactions through a deeper understanding of whole-brain behavior.  MARC USA offers many services, including advertising, strategic planning, and public relations. Results:Digital’s expertise lies in developing digital marketing solutions for large-scale B2C and B2B clients. The company focuses on understanding consumer behavior in order to uncover their unique insights, and from there decides how to successfully connect and influence consumers. The combination of the two companies will accelerate the growth of digital media offerings and services to better meet consumer needs.

“This acquisition gives us both expanded expertise in the fast-growing digital space as well as a new regional base in Boston, a city we believe has great potential for our combined agency,” said Tony Bucci, Chairman of MARC USA.

Results: Digital will be renamed  to MARC USA|Results:Digital and will then be fully-integrated within MARC USA’s media capabilities.

Congrats, Results:Digital!

To read the full article 

Section 16 Compliance is Not Recommended (Hint … It’s Actually Required) 10/06/2014

Posted by Morse, Barnes-Brown Pendleton in Client News.
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Corporate Attorney Carl BarnesBy: Carl F. Barnes 

On September 10, 2014, the Securities and Exchange Commission issued a press release announcing a major enforcement initiative, disclosing charges against 28 officers, directors or major shareholders of publicly traded companies for violating federal securities laws requiring them to promptly report information about their holdings and transactions in company stock. Six publicly traded companies were also charged for contributing to filing failures by insiders or failing to report their insiders’ filing delinquencies. One of the individuals named in the release is fighting the charges. The other 27, and all six of the companies, settled, agreeing to pay penalties totaling $2.6 million.

Section 16 the Securities Exchange Act of 1934 requires directors and certain officers of publicly traded companies, and holders of more than 10% of any class of equity securities issued by publicly traded companies, to file reports on Form 4 disclosing changes in their beneficial ownership of the companies’ securities within two business days after the change. Since its adoption in 1991, Item 405 of Regulation S-K has required public companies to examine these filings and to disclose any late filings in in their annual proxy statements and Form 10-K.

The failure to adhere to the strict Section 16 deadlines has frequently been seen as a “foot fault,” but the SEC clearly thinks otherwise. As Andrew J. Ceresney, Director of the SEC’s Division of Enforcement, said in the press release announcing the charges, “Officers, directors, major shareholders, and issuers should all take note: inadvertence is no defense to filing violations, and we will vigorously police these sorts of violations….”

Compliance with Section 16(a) is not the issuer’s responsibility: although companies frequently assist their insiders, it is the individual officer, director or shareholder who bears the legal responsibility. Companies, however, risk liability for failing to police and report violations as well as for failing to follow through with any assistance that they do offer.

What now? For most companies and insiders, just keep on doing what you’re doing. For others, though:

• Make sure that all Section 16 insiders grant several key officers, such as the president, the CFO and/or the general counsel, powers of attorney so that they are each authorized to sign and file the required reports on behalf of the insiders.

• Insist on prior notification of securities transactions by Section 16 insiders with those same key officers, so that they can ensure that the appropriate filings are prepared and made on a timely basis. Try to give them advance warning of option grants and other changes in beneficial ownership over which the company has control.

• Periodically confirm that the electronic filing codes each insider must have are up to date so that expired codes do not delay a filing while new codes are activated.

• Insist that insiders provide the Item 405 written representation each year that no Form 5 is required to be filed.

• And finally, don’t panic. Aim for perfection but remember that truly small numbers of filings that are late by a day or two are unlikely to attract enforcement scrutiny. At the same time, however, understand that the SEC is serious, and it is using advanced quantitative techniques to identify individuals and companies with especially high rates of filing deficiencies. And recognize that it’s not just about potentially embarrassing disclosures in your 10-K; it’s about cease and desist orders and serious monetary penalties for violating the securities laws.


For more on this topic, please contact Carl F. Barnes


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