Commercial and Technology Transactions

Our experience includes structuring, negotiating and drafting complex agreements involving:

• SaaS, SaaP and software-based licensing, development, publishing, distribution, hosting, collaboration and support arrangements, including master services agreements and complex service-level agreements
  E-commerce and m-commerce applications
• Payment gateway, payment processing and other payment-related technology (e.g., P2P, B2B, B2C, blockchain, crowdfunded and crowdsourced models, etc.), including platform hosting, merchant arrangements and customer terms and related services
• Software, device, network, and system development, licensing, and integration
• Software and hardware product sourcing, procurement, development, licensing and distribution
• Content publishing, sourcing and distribution
• Domestic and international privacy, data and information/cybersecurity matters, compliance, and solutions, including customer data collection, processing, transfer and related administration (e.g., PCI-DSS, GDPR, CAN-SPAM, etc.), customer data sourcing, analytics, warehousing, mining, privacy, monetization, customer relationship management and affiliate marketing, e-commerce privacy policies, subscription, license, usage terms and conditions, and fraud detection
• Technology and data export compliance
• Information technology, call centers, manufacturing, customer service, platform-driven outsourcing initiatives, and offshore and domestic business processes
• Life science licensing, collaboration, development, manufacturing and option agreements, and the negotiation of clinical trial and other life sciences service agreements
• Manufacturing, warehousing and distribution agreements; labeling, packaging, shipping and sales arrangements; and sales, agent and dealer agreements;
• Co-branding, white labeling, marketing and collaboration agreements
• Product warranty and safety, quality control, instruction and product manuals, and related legal documentation and filings
• New product research and development consortiums
• Joint ventures, strategic alliances, and share and asset transactions

Examples of our lawyers’ work in select industries include representing:

Media and Entertainment

• Roku Inc., a TV streaming distribution platform, in the acquisition of Nielsen’s advanced video advertising business, including a strategic partnership to integrate Nielsen ad and content measurement products into the Roku platform.
• AMC Networks in the business and legal aspects of a first-time, a la carte, direct-to-consumer OTT app launch in several new international territories, including the Sundance Now and Shudder mobile apps.
• Madison Square Garden Co. in the design, development and distribution of mobile applications for the Madison Square Garden arena and its resident professional sports teams (Knicks, Rangers) involving event ticketing, merchandise and other product sales conducted via mobile application.
• A News Corp.-owned affiliate in a variety of technology, licensing and marketing partnerships concerning in-store marketing campaigns and e-commerce solutions for mobile platforms, including coupon issuance, device identification (e.g., NFC, beacons, wallet integration, QR codes, etc.), mobile payment and fraud detection.
• A predecessor to Paramount Global in e-commerce and m-commerce initiatives involving the integration of third-party platforms, consumer product procurement and merchant processing services in support of its programming networks (e.g., MTV, Nickelodeon, Comedy Central).
• A major entertainment company in developing its standard approach to, and forms of, AI vendor and partner agreements.

Life Sciences

• Sensyne Health plc in its exclusive strategic collaboration with, and $10 million equity investment in, Phesi Inc., a U.S.-based specialist clinical trials data company, and its £27.5 million equity fundraising.
  Perception Neuroscience in the negotiation of a collaboration agreement with Otsuka Pharmaceutical.
• Eisai Co. Ltd. and Eisai Inc. on the acquisition of all global development and marketing rights for the chronic weight management treatment lorcaserin hydrochloride (Belviq) from Arena Pharmaceuticals Inc.
• A major pharmaceutical company in the negotiation of an option agreement with a drug development company.
• Drug development companies in the negotiation of clinical trial and other service agreements with various service providers.
• A major health care insurance company in an offshore information tecnology and business process arrangement for outsourcing its critical information processing, software development and reporting functions.
• A major pharmaceutical company in the worldwide integration and consolidation of systems, software, procurement operations, data warehouses and other information technology infrastructure and initiatives upon acquisition of another pharmaceutical company.

Financial Services and Accounting

• A Big Four firm in a technology and consulting services agreement with PayPal involving payment-based intellectual property development, proprietary and third-party technology in-licensing, end user data aggregation, and exploitation of global partnerships for expanded footprint, commercial collaborations and licensing agreements involving intellectual property, proprietary and third-party technologies, software applications, data aggregation and use, and other technology based-properties, as well as a multifaceted publishing agreement.
• A financial services firm in an international outsourcing arrangement to a partially owned joint venture in Latin America, including the negotiation of a complex joint venture and related outsourcing agreements.
• A major international credit card company in a strategic alliance involving the licensing, distribution and branding of a popular SaaS based expense reporting system for creating, processing and paying expense reports, and conducting other financial transactions.

Manufacturing

• A manufacturer of electric vehicles in the negotiation of an agreement to access a third-party manufacturer’s charging station technology.
• A major manufacturer in the development of its forms of distribution and white label product agreements for regulated products.
• A major international paper milling company in the negotiation of a proposed supply agreement with its largest customer and a back-to-back manufacturing services agreement relating to the product supplied.
• Pure Power Technologies Inc. in an exclusive patent license and manufacturing agreement with Navistar Inc. concerning the sale and distribution of proprietary fuel injectors for the automotive and truck vehicle markets.
• E2V Technologies in its commercial agreements with Neptec Technologies Corp. concerning the design, manufacture, supply and testing of image sensor devices and other hardware used by NASA’s Mars Exploration Rover vehicle.
• The owners of the Avia, Linens ‘N Things, AND1 and Nevados brands in the drafting and negotiation of complex manufacturing, licensing, distribution and retail agreements concerning eyewear, apparel, footwear, electronic devices, home goods and other consumer products.

Other

• Cryptocurrency trading platform Gemini Trust Co. in the acquisition of new users from bankrupt Voyager Digital Holdings through a referral link agreement.
• A sports-related restaurant chain in the negotiation of an agreement for a marketing affiliate relationship with a sports betting platform and development of a related branded gambling-related application.
• A record label in the negotiation a major distribution agreement and an agreement for its formation.
• A major fine arts institution in the negotiation of an agreement for development and production of a global immersive exhibition.
• A major e-commerce platform in the negotiation of a services and license agreement for core warehouse technology solutions.