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MBBP’s 2016 M&A Year in Review 02/14/2017

Posted by Morse, Barnes-Brown Pendleton in Corporate, Deal News, Internet and E-Commerce, M&A, Manufacturing, Retail & Service, Public Companies.
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The MBBP M&A team has extensive experience guiding clients through the complexities of M&A transactions in diverse markets. Over the last decade, we have represented hundreds of publicly-traded and privately-held companies in transactions, both buyers and sellers, valued from several million dollars up to hundreds of millions of dollars. For a sampling of our 2016 transactions, visit our M&A blog.

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Mary Beth Kerrigan Was Encore Panelist at CLE Webinar on Venture Backed M&A 02/10/2017

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, M&A, Venture Capital & Private Equity.
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M0846587Back by popular demand, corporate partner Mary Beth Kerrigan spoke on an encore panel of this year’s ABA Business Law Annual Meeting, titled “Venture Backed M&A: Special Considerations”.  Mary Beth and her fellow panelists discussed complex issues that commonly arise in acquisitions of venture-backed companies, including complicated waterfalls, the blurring of management incentives with purchase price, and much more.

Congratulations to Mary Beth on another job well done!

To learn more about the conference, visit the ABA’s event page.

MBBP Held Series A Venture Capital Financing Event at Cambridge Innovation Center on 2/2/2017 02/06/2017

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Events, Venture Capital & Private Equity.
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MBBP’s corporate partner Scott Bleier moderated our VC group’s event, “Series A Venture Capital Financing: A Review of 2016 and a Look Forward to M08465002017″ at the Cambridge Innovation Center on Thursday, February 2nd. Scott led our panel of VC and angel investors through a series of critical questions regarding raising capital. Additionally, the presentation included a review of 2016 Series A financing activity and preferred stock terms, and a forecast of financing activity for 2017.

Make sure you’re on the invite for the next Venture Capital event! Read more on our VCs and Startups blog or sign up for VC Alerts.

 

MBBP Trademark Client FusionStorm Earns Ultra-Exclusive Dell EMC Titanium Black Honor 02/01/2017

Posted by Morse, Barnes-Brown Pendleton in Client News, Computer Software & Hardware.
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MBBP’s trademark client FusionStorm has truly earned its stripes over the past six years fusionstorm-logoafter receiving more than a dozen Partner of the Year vendor awards, and recently having been handpicked as one of the partners to join the extremely exclusive Dell EMC Titanium Black program. This program gives FusionStorm access to a broad range of exclusive benefits aimed at driving sales growth, and also provides the company with the ability to meet, confer, and brief with Dell’s top technologists and Dell EMC CEO Michael Dell. FusionStorm’s CEO of five years, Dan Serpico, has attributed the company’s success to its ability to adapt to how the environment and market each shift, to maintain the company’s strong relationships with vendors and customers, and to lead the company through shifts in the industry.

The company’s entrepreneurial sales approach and technical expertise have served to build the company’s culture, and in turn, its ability to deliver its service product. Serpico attributes the company’s great success to FusionStorm’s employees and their innovative ideas, as listening and paying attention to the workers is another segment of FusionStorm’s culture. The company works incredibly hard to remain ahead of competitors in order to predict shifts and remain relevant within the industry. With the company’s recent and incredible success, Serpico emphasizes the importance of continuous innovation, and the company pays very close attention to the future of the industry, and how FusionStorm will remain a part of it. Congratulations to FusionStorm!

For more information, read the full article.

Dr. Kaushik Chowdhury Named as a Recipient of the Presidential Early Career Awards for Scientists and Engineers 01/31/2017

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Life Sciences.
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drchowdhury

Michael J Cavaretta (MJC)

 

 

 

 

 

 

Morse, Barnes-Brown & Pendleton, PC congratulates Dr. Kaushik Chowdhury, Director of Northeastern University’s Next Generation Networks and Systems (GENESYS) Lab, on recently being named as a recipient of the Presidential Early Career Awards for Scientists and Engineers (PECASE) – the highest honor given by the US government to science and engineering professionals.

This summer, MBBP Partner Mike Cavaretta served as Business Mentor to Dr. Chowdhury’s team as part of the National Science Foundation’s I-Corps™ program, which offers select participants from US academic laboratories the opportunity to participate in a special, accelerated version of Stanford University’s Lean LaunchPad course. As part of this intensive program, Mike worked closely with Dr. Chowdhury and his I-Corps™ team to help move ground-breaking Radio Frequency (RF) Energy Harvesting technology developed at Dr. Chowdhury’s GENESYS Lab out of the lab and into the market.

Congratulations to Dr. Chowdhury!

MBBP’s Joshua Watson quoted in Bloomberg article discussing private equity tax and financial reform in the Trump era 01/30/2017

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Venture Capital & Private Equity.
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Corporate partner Joshua H. Watson was quoted in a Bloomberg article discussing possible changes to the private equity industry during Donald Trump’s presidency. The article details the top three priorities for the private equity industry as Trump takes office: carried interest, interest deductibility, and changing Dodd-Frank registration requirements. jhw-headshot-photo-2016-m0966396xb1386

Regarding Dodd-Frank requirements, Josh notes that if the reform act passed by Obama’s administration is rolled-back, particularly in regards to registration requirements for private equity firms, there could be bipartisan political support for exempting more small firms from registering. Specifically, Josh states that “if small to mid-sized managers are able to spend less of their resources on compliance, they will have more resources available for making and managing investments.”

For further detail, read the full article or contact Josh directly.

MBBP Client MindChild Medical, Inc. Receives FDA Clearance of Fetal Heart Monitor 01/26/2017

Posted by Morse, Barnes-Brown Pendleton in Client News, Medical Devices.
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MindChild Medical, Inc., a client of MBBP, has received FDA clearance for its Pre-Marketing Notification (510(k)) for its MERIDIAN™ M110 non-invasive fetal heart monitor. The FDA clearance will enable MindChild to enter the U.S. market with MERIDIAN™.

MindChild’s MERIDIAN™ M110 Fetal Monitoring System is an intrapartum fetal monitor that externally measures and displays fetal heart rate, maternal heart rate, and uterine contractions.

MindChild was founded in 2008 and is a privately funded medical device company. To learn more about the MERIDIAN™ device and MindChild, read the full press release.

Congratulations to MindChild on this achievement!

MBBP’s Client Officeworks, and CEO Mark Loughlin, Expanding Into New York City 01/24/2017

Posted by Morse, Barnes-Brown Pendleton in Client News, Manufacturing, Retail & Service.
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MBBP’s client Officeworks, an office furniture dealership and consulting firm based in Boston, is expanding into the New York City office furniture market with current CEO Mark Loughlin and newly hired Principal David Quinn at the helm. Loughlin purchased the company in 2010, and sales began to skyrocket with growth being 10x what it had previously been within five years. Loughlin attributes the company’s success to exceptional customer service and a dynamic working environment that is conducive to new ideas and innovation.

By placing the utmost importance on the employees, Loughlin believes that the company is laying a strong foundation upon which to continue to grow. With Officeworks being one of two authorized dealers of Teknion furniture within the New York City market, this will give the company an edge as they settle into their new environment. However, being that Officeworks was named Teknion Dealer of the Year due to its dominating success and astounding sales growth, it would seem they have had their edge for quite some time, and will continue to prove it in the Big Apple. Congratulations to Officeworks!

For more information, read the full article.

MBBP client, Whitehead Institute, featured in New York Times article discussing Genomic research 01/12/2017

Posted by Morse, Barnes-Brown Pendleton in Client News, Life Sciences.
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whitehead-institute-client-logo-sm-m0055040xb1386The Whitehead Institute for Biomedical Research, a client of MBBP, is featured in a New York Times article about progressive research on topologically associating domains (TADs) in DNA.

As the article explains, TADs are a newly discovered design feature of the genome that partition different groups of genes into neighborhoods. If these partitions are broken, various diseases may occur.

By conducting research on TADs, scientists hope to gain a more in depth understanding of how gene expression is controlled. Dr. Richard Young of the Whitehead Institute and his team are involved in TADs research and are continuing to push the boundaries of knowledge about genetic neighborhoods.

For more information, read the full article.

Contours of Copyright #4: No Protection for Game Play 12/21/2016

Posted by Morse, Barnes-Brown Pendleton in Games & Interactive Entertainment, Intellectual Property.
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The battle between an Ancient Chinese themed game, and a Wild-West game, reminds us that rules of game play are generally not protectable by copyright, but certain expressive game aspects may be.HGZ Headshot Photo 2015 (M0846618xB1386)

Discussion: The plaintiff in DaVinci Editrice v. ZiKo Games (S.D. Tex. 2016) published Bang!, a role-playing card game with Wild-West themes that became a world-wide success. Bang! players are assigned one of four roles – Sheriff, Deputy, Outlaw or Renegade – each with its own “winning condition” (e.g., the Sheriff wins by outliving the Outlaws and Renegades).  Each player also gets assigned a card evoking a familiar Wild-West character (e.g., Calamity Janet) with its own unique ability and 1-to-5 “life points.” Players also draw “weapon cards” (enabling them to reduce competitors’ life points) and “mount cards” (enabling them to gain distance from competitors, making them harder to attack).

One defendant, Yoka Games, based in China, produced the card game Legends of the Three Kingdoms, distributed in the U.S. by the other defendant, ZiKo Games, LLC. Despite the different setting (Ancient China) and accompanying different artwork, the four roles in LOTK – Monarch, Minister, Rebel and Turncoat – had the same abilities, functions, goals and winning conditions as the comparable roles in Bang!; players were subject to nearly identical rules of play; players drew Chinese hero cards with similar abilities and life points as the Bang! character cards; and similar action cards were used.

Notwithstanding procedural wrangling over the lay vs. expert status of a witness and arguments about the significance of various similarities, this was an easy summary judgment for the Court:  “Bang!’s characters, roles, and interactions are not substantially similar to those in LOTK. The aspects of the roles, characters, and interactions that are similar are not expressive, and aspects that are expressive are not substantially similar. ZiKo and Yoka are entitled to summary judgment of noninfringement.”

An Interlude for Copyright Aficionados:  The Court’s reasoning begins with the black letter principle that copyright protects expression, not ideas. Therefore, “Copyright does not protect game rules because they fall within the section 102(b) exceptions for an ‘idea, procedure, process, system, method of operation’.”

On the other hand, the Court acknowledges that “courts have found expressive elements copyrightable, including game labels, design of game boards, playing cards and graphical works.” The present dispute focuses on the roles and characters and their interactions, which are very similar in both games. Thus, the key issue is: Are the characters’ similar interactions “unprotectable game play,” as the defendants argue, or “protectable expressive content,” as the plaintiffs argue?

The Court begins by distinguishing two types of games: (1) those like books and movies, which have a progression of events (plot) and developed characters (who interact following a script) “that make the game expressive” (e.g., The Legend of Zelda), and (2) those like NBA games, which consist of “loosely prescribed progression” (“teams trade offensive possessions over four quarters”) between players with assigned roles (guard, forward, center) but without predetermined interactions, which are therefore neither expressive nor copyrightable.

Bang!, says the Court, “has no specific plot or detailed information about the characters that tells us what these characters will do or how they will interact with other characters.” Rather, like basketball, Bang! has created a number of roles, defined their alignment with and opposition to other roles, and created rules for their interaction, but has not created a scripted or detailed performance for each game.  Thus, Bang! is more basketball than novel, and its character interactions are not protected by copyright.

The Court also addresses character copyright and explains why LOTK wasn’t infringing, despite the near-identity of the 4 main roles (excluding their look and labels). The answer lies in the “distinctiveness” requirement: To earn copyright protection, characters cannot be stock, generic or indistinct, but must embody enough original expression to attain copyrightability. However, “Bang! has no specific plot or detailed information about the characters… LOTK’s alignment of roles tracks Bang!’s, which in turn was drawn from the general alignment of stock characters in ‘spaghetti Westerns.’”

The Court also considers and rejects the plaintiff’s argument that, even if the characters themselves are not copyrighted, their special abilities may be: “The Bang! characters’ abilities are largely drawn from stock-character abilities. Like a punch or kick in a karate game, Bang! characters’ abilities are common in games in which the object is to kill the other players.” Moreover: “Even if the Bang! characters’ abilities were not stock, they are still not expressive because they are essentially rules of game play.”

A similar conclusion applies to the plaintiff’s key claim, namely, that the Bang! characters’ interactions via the game rules are themselves subject to copyright. But that argument fails here for the same reason it failed at the higher level of character copyright: “Bang! characters do not have delineated personalities, temperaments, back stories, or other features typical of characters in movies and books that contribute to making those characters’ interactions protected.”

Conclusion: The Court was mindful that game rules are generally not copyrightable, a principle that anchored its holding in favor of the defendants. However, the Court did recognize at least three game elements that could potentially give rise to copyrights:

  1. expressive graphics or other original visual elements;
  2. a relatively fixed progression of themes, dialog, mood, setting and character; or
  3. well-delineated characters themselves.

Still, if a character (whether in a novel, film or videogame) is not sufficiently distinct to be copyrightable – which may be because it is a “stock” character defined only by generic traits, or because it is a positional player guided only by rules of play – then its interactions with other characters will not be copyrightable, unless these interactions are at least partly fixed or scripted.

In short, despite displaying some of the artistry of its namesake, DaVinci’s characters (and their traits and interactions) were too stock and generic to be copyrightable … and thus its suit failed to produce more bucks for its Bang!.

For more information on this topic, please contact Howard Zaharoff.

MBBP’s Client Abpro Collaborating with MedImmune on Medical Advancement 12/01/2016

Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate, Life Sciences, Medical Devices.
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MBBP’s client Abpro, a pioneer in the field of industrial biochemistry, has recently entered into a Collaboration Agreement with MedImmune, the global biologics research and development arm of AstraZeneca. The collaboration will advance the development of a preclinical, novel bispecific antibody targeting angiopoietin-2 and vascular endothelial growth factor (Ang2-VEGF). Abpro will contribute its strong scientific, technical and clinical expertise to this partnership, along with its core technology platform, DiversImmuneTM, which will be utilized to further develop the bispecific antibody. Ian Chan, CEO and co-founder of Abpro, has expressed the Company’s enthusiasm towards collaborating with MedImmune, as the two businesses work together to advance these innovative therapeutics into the clinic.

For more information, read the full article.

MBBP and Attorneys Earn “Best Law Firms” and “Best Lawyers” Rankings 11/30/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, MBBP news, Taxation, Venture Capital & Private Equity.
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Morse, Barnes-Brown & Pendleton PC is pleased to announce it
has JMH Headshot Photo 2015 (M0846571xB1386)received national and regional rankings in the U.S. News & World Report / Best Lawyers® “Best Law Firms” listing for 2017. To be eligible, firms must have attorneys who are listed in the current edition of the Best Lawyers in America.

MBBP has received national rankings in three practice areas — Tax Law (Tier 2), Tax Litigation (Tier 2), and Venture Capital Law (Tier 3) — and Boston metropolitan rankings in three areas — Tax Law (Tier 1), Tax Litigation (Tier 1) and Venture Capital Law (Tier 3).

Additionally, venture capital attorney John Hession was selected for inclusion in the Best Lawyers in America® in Venture Capital Law, for its 2017 edition.

MBBP is proud of our impressive Tax and Corporate departments and of the Firm’s recognition.

MBBP Client Harvard Making Breakthroughs in Blood Stem Cell Research 11/21/2016

Posted by Morse, Barnes-Brown Pendleton in Client News, Life Sciences, Medical Devices.
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Harvard University has recently completed a license agreement with Magenta Therapeutics, a newly launched start-up in Cambridge, Massachusetts, in order to continue research and development related to new approaches to blood stem cell transplantation. The deal will help transform this science from that of a “last resort” into safer, more effective therapy for patients who suffer from blood diseases, cancers, and immune disorders. The license agreement has given Magenta the opportunity to utilize a platform of technologies developed at Harvard, Massachusetts General Hospital (MGH), and Boston Children’s Hospital.

This revolutioHarvard Universitynary technology has been most recently advanced in the laboratory of David Scadden, the Gerald and Darlene Jordan Professor of Medicine and professor of stem cell and regenerative biology at Harvard, and director of the Center for Regenerative Medicine at MGH. Scadden’s lab has made advances in how donor cells are selected, harvested, and prepared for transplant, improving projected outcomes for patients. For more information, read the Harvard Gazette and Boston Business Journal articles.

 

Client Paragonix Technologies Enters Into Distribution Agreement with Pacific West Medical Sales for Paragonix SherpaPak™ Transport Systems 11/17/2016

Posted by Morse, Barnes-Brown Pendleton in Client News, Deal News, Licensing & Strategic Alliances, Life Sciences, Medical Devices.
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MBBP client, Paragonix Technologies Inc. recently entered into an exclusive distribution agreement with Pacific West Medical Sales to market Paragonix Technologies’ SherpaPakTM Cardiac and Kidney Transport Systems. The SherpaPakTM Cardiac and Kidney Transport Systems are innovative medical devices that are indicated for the static hypothermic preservation of donor hearts and kidneys during transportation and eventual transplantation into a recipient.

Pacific West Medical Sales is a medical equipment sales company that provides services for hospitals, doctors’ offices, and long-term care facilities, and provides supplies for emergency medical services and home medical needs. Paragonix Technologies, is a privately held medical device company founded in 2010 and is headquartered in Braintree, Massachusetts. For more information, read the full press release.

 

NYSE’s Corporate Board Member Online Magazine Brings in MBBP’s Carl Barnes for Insights on D&O Liability 11/17/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, Financial Services, Litigation, M&A.
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CFB Headshot Photo 2015 (M0846497xB1386)NYSE‘s publication, Corporate Board Member, has recently published an article, “Sidestepping D&O Liability”. This piece brings to light the year 2015 as a record-breaking one for securities litigation against directors and officers, and how this trend is continuing into 2016. The level of whistleblower activity has significantly increased, as exemplified by the astonishing 119 filings of new federal class-action securities cases, and complementing this increase is the substantial decrease in the settlement sizes of these suits.

MBBP’s Carl Barnes, who specializes in director and officer liability, was asked to discuss precautions and to offer his counsel on this subject. Throughout the article, Carl is often cited offering advice on the various types of director liability and the methods in which to avoid litigation. Carl explains that directors are under fierce scrutiny in order to ascertain whether or not they have satisfied their duty of care, as this is the item that drives litigation. In order to minimize, or even avoid, liability altogether, Carl advises that directors be “actively involved, ask questions, and demand answers.” In a post-Enron world, directors need to be vigilant in order to avoid being liable, and the counsel that Carl offers may help directors and officers dismiss litigation quickly and perhaps even avoid it entirely. For more information, check out the full article.

MBBP’s Shannon Zollo Quoted in Reuters Article Regarding Loan Volume Boost and Election Outcome 11/10/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Corporate, M&A, Venture Capital & Private Equity.
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Reuters quoted MBBP’s Shannon Zollo in an article regarding the financial industM0846567ry’s propensity for a Hillary Clinton presidency. Zollo expressed that the “devil you know” is the more predictable, and therefore safer, outcome because in an election as turbulent and polarizing as this one, the impact could eventually destabilize potential future deals. Before the election, various companies were receiving acquisition loans as they were expecting the market to be stable with a Clinton victory.

Shannon is a corporate partner whose practice specializes in private equity, venture capital, M&A transactions, and corporate governance. For more information, please contact Shannon Zollo.

MBBP Clients Red Crow and MiRTLE Medical Featured in Forbes Article Regarding New Equity Crowdfunding Platform 10/31/2016

Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate, Financial Services, Life Sciences, Venture Capital & Private Equity.
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MBBP clients Red Crow and MiRTLE Medical are featured in a Forbes article regarding Red Crow’s new equity crowdfunding portal that will be launching in November.  The crowdfunding platform will feature “exclusive and professionally-vetted investment opportunities” for accredited and non-accredited investors.

MiRTLE Medical will have one of the first featured investment opportunities. MiRTLE’s product is a custom designed diagnostic-grade 12-lead electrocardiogram for use during MRI.  MBBP is assisting MiRTLE Medical with its involvement in the crowdfunding platform.

To learn more, read the full Forbes article.

Privacy & Data Security Video: Privacy and Data Security in the Cloud 10/11/2016

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Computer Software & Hardware, Intellectual Property, Privacy and Data Security.
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In our fifth Privacy & Data Security video clip, MBBP attorney Howard Zaharoff identifies the legal and practical measures that both cloud providers and cloud customers should take, including the critical terms each should require in their contracts.

Make sure to subscribe to our YouTube channel and to check out our Privacy & Data Security playlist for related videos.

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Firm Client MassDiGI Receives Federal Grant From U.S. Department of Commerce’s EDA 09/30/2016

Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate, Games & Interactive Entertainment.
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MBBP client the Massachusetts Digital Games Institute (“MassDiGI”) at Becker College received a five-year grant in the amount of $583,000 from the U.S. Economic Development Administration, part of the U.S. Department of Commerce.  massdigi-logo-massdigixb1386The grant will support MassDiGI’s promotion of entrepreneurship, economic development, and academic cooperation across the state’s video and digital games ecosystem.

MassDiGI was established in 2011 and is based at Becker College.  Congratulations to our client on this impressive contribution.

MBBP Client HappyGiant Receives High Praise for New Video Game, Including from Rolling Stone 09/29/2016

Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate, Games & Interactive Entertainment.
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Firm client HappyGiant, LLC is garnering a lot of attention for its new augmented reality and virtual reality game, HoloGrid: Monster Battles, including in an article in Rolling Stone.  For the new game, Michael Levine, president of HappyGiant, teamed up with Phil Tippett, who has designed countless movie monsters, including the ones featured in the famous 3-D chess scenes featured in the Star Wars franchise.

The virtual reality and augmented reality features of HoloGrid: Monster Battles create the effect of real life monster game pieces.  Levine and Tippett leveraged a successful Kickstarter campaign this year in order to create the game, described by VentureBeat as a “tactical-battle collectible card game”.  Tippett created the monster characters while HappyGiant focused on the creation of the Tactical Battle CCG augmented reality game.  The combination of the two designs resulted in a hybrid board/digital gaming experience.

MBBP is thrilled to have HappyGiant as a client and is excited to continue to work with them on their future endeavors.

You can find out more about HoloGrid: Monster Battles and HappyGiant in the following articles:

Rolling Stone
VentureBeat
Shacknews
UploadVR, Inc.

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