R&G Tech Studio Presents: IP Transactions and Technology Co-Leader Megan Baca

On this episode of the R&G Tech Studio, intellectual property transactions and technology co-leader Megan Baca, who’s also co-leader of the firm’s digital health initiative, sits down with data, privacy & cybersecurity partner Fran Faircloth to discuss the innovation of AI and its impacts on collaboration, research and development, particularly in the digital health space.

Transcript:

Fran Faircloth: Hi, I'm Fran Faircloth, a partner in the data, privacy & cybersecurity practice at Ropes & Gray. I want to welcome everyone to the latest edition of the R&G Tech Studio podcast. In this edition, we have my friend and partner, Megan Baca. Megan is managing partner of our Silicon Valley office and the co-head of Ropes & Gray's intellectual property transactions group. She's also the co-head of the firm's digital health initiative. So, she's very busy and just a fantastic attorney. Megan, thanks so much for joining the podcast. I do want to talk to you about your practice because you're such a powerhouse, but before we jump in: Who are you? What are the basics?

Megan Baca: Hi, Fran—I'm so glad to be here today. Thank you so much. Yes, I am a partner in our Silicon Valley office. I previously spent time in our Boston office and our San Francisco office. I've spent my whole career at Ropes & Gray—and a little bit about how I got here might make the conversation make more sense. In college, I really fell in love with computer science—I thought it was just incredibly interesting. I had not been exposed to that before college, but I spent several years in college focusing exclusively on computer science, really enjoying that. But on the other hand, I always felt like something was a little bit lacking, and I started to take some classes that included law and policy, and the social element of thinking about how technology impacts our society. So, I decided I wanted to go to law school to marry those interests, thinking I would be a technology attorney—and I did that for law school.

Coming out of law school and joining Ropes & Gray, however, we have a global leading life sciences and health care practice, and so, as an associate, I got a lot of experience doing large-scale, complex pharmaceutical and biotech collaborations for drug development, early-stage development, later-stage development, all kinds of different deal structures, but with a focus on intellectual property in the life sciences and health care space. So, my technology background I wasn't using as heavily during that phase, but then, over the last five to ten years, digital health has become just massive, as we all know, and that sits directly at the intersection of technology and life sciences. And so, I've gotten incredibly interested in this space, shaped my practice towards this space, and advise a lot of our clients on all of the novel technology and transactions happening in this space.

Fran Faircloth: Wow—that's really cool. Digital health is such an interesting area, I think, because it sits not just at that intersection of tech and life sciences, but also at the intersection of people existing as a consumer, and the consumer products’ idea and medicine. Is that something that you help your clients navigate?

Megan Baca: Yes, absolutely. There's really no definition of digital health as you may know, but we all use digital health every day. If you log in to your apps that go into your electronic health records, set an appointment for a COVID booster, or you have a telemedicine visit when you inevitably get COVID and need to see your doctor from home, to all forms of different kinds of personalized medicine—we all wear biometric trackers around voluntarily these days. But to stress also, so many other companies behind the scenes using artificial intelligence, data, and machine learning to speed up the pace of developing drugs for various diseases, and so, it really covers the waterfront. Most recently, I was talking to someone about using artificial intelligence to create app bots for therapy, and gauging by how the chat bots work when I'm trying to settle a question on my phone bill or something like that, I'm not really that confident that I'm ready to turn my mental health over to a chat bot yet. But anyway, it is just a totally fascinating area that spans consumer products, medicine, and lots of things behind the scenes.

Fran Faircloth: Fascinating. I've been getting also a lot of interest and questions from clients about artificial intelligence. What kind of other applications are you seeing there?

Megan Baca: I've just been working on an article about some of the legal risks in using artificial intelligence in a more commercial sense, like in art or content. We're looking at it from our own perspective, as a law firm. There are law firms who are starting to use artificial intelligence in developing legal material, which is interesting and terrifying all at the same time. But it's really everywhere. I'm helping clients who are in the medical imagery space—various types: pathology slides or other video from procedures—and frankly, it’s baffling as to why we're still solely relying on human eyeballs to interpret the data from those sorts of things. And so, there are companies working in this space to develop all sorts of algorithms and tools for analyzing this imagery to supplement the human eyes that have been looking at it for decades to better diagnose, treat, and determine eligibility for clinical trials, so it's really fascinating, all of the different areas that this is being used in. I think at this time, honestly, AI is having its first moment in the culture where people are using ChatGPT to draft their resignation letters or get advice on how to break up with a girlfriend. It's just really funny how much it's having its moment. I think at the same time, companies are realizing that they have to be in this game and that it's basically permeating every aspect of their work, and if they want to keep up, they need to be exploring in this area.

Fran Faircloth: This is really fascinating. So, how are you seeing this drive deals in this space?

Megan Baca: The challenging and the interesting thing is that there's really no standard "market" terms in this space yet, in dealmaking. The types of collaborations that I am seeing between, say, an AI early-stage company with novel technology for drug development or identifying potential targets of interest with a Big Pharma company, there aren't that many deals and that many precedents doing that kind of collaboration. And so, it's very bespoke, and it's driven by the specific technology at hand, the business drivers, the technical plans for what the parties are actually going to be doing together, and the economic terms. I think the key for the lawyers involved is that you really have to dive in and understand the technology, and what research and development or other collaboration is being done in order to craft a deal and craft a contract that reflects what the parties want to do. So, it's not just buying and selling an asset. It's not developing a small molecule that is just going to be then licensed to another party. It's trying to reflect a complex set of new, innovative activities in a contract in a way that makes sense. The areas that I see the most focus on are areas like use of data, use of the emerging technologies, what each party is bringing together in terms of the technology, and what rights each party has in those. It's just a very bespoke set of intellectual property concepts to lay out these deals correctly.

Fran Faircloth: This is such an exciting and rapidly changing area. If you look in your crystal ball, what do you see as the next emerging issues for this space in the next few years?

Megan Baca: I think that, like I said, artificial intelligence is really at its exploding point, and I think it's going to start to permeate a huge number of deals that we see. The complicated thing about that, like you say, it is rapidly changing, and there's already this very complex regulatory overhang. As you know, there are a plethora of data issues when you're using any kind of data. If it's health data, which many times it is, then you've got PHI issues—you've got all kinds of FDA and other regulatory agency focus on these issues. How do you, for example, handle clinical decision tools? Or when is software or an app considered to be a medical device? There's just endless regulatory questions in this area that will continue to evolve, and so, in the crystal ball, I see change. I see continued change in technology and innovation. I see continued change in the regulatory landscape, the legal landscape. And so, fundamentally, you have to have a team and lawyers who are keeping up on all the latest developments, because I don't even think we could predict what's going to be out there in five years, given the rapid pace of change that we're seeing.

Fran Faircloth: Fantastic. Yes, it's such an interesting area—I could really talk about this all day. But we are running out of time, and I want to make sure that we get to my favorite part of the podcast, which actually has nothing to do with law, but gives us a chance just to get to know you a little bit better as a person. So, it's a lightning round—quick questions, quick answers. First, tell a little about where you live and your family.

Megan Baca: I live in Silicon Valley in a town called Redwood City. One fun fact about Redwood City is that the town slogan is "Climate best by government test." I don't know when, probably 50 years ago when the government had nothing better to do, they literally surveyed every town in America to see what had the ideal climate—and Redwood City is number one, apparently. I do look outside and check, and it's 72° and sunny it feels like a frightening number of days, but it's a lovely town. And I have three little kids—two, four, and eight—who keep me busy, and they're tons of fun.

Fran Faircloth: My goodness—it sounds like you have your hands full. What does a perfect weekend look like for you?

Megan Baca: Perfect weekend? It's going to be a slow-paced morning. Kids will probably watch cartoons for an hour or two, and then rally the troops and go out for a hike probably in the hills somewhere. And then, in the afternoon and evening, usually we would have friends over. My husband loves to grill. I love nothing better than eating outside on a warm day and inviting friends over. So, kids are running around together and adults get to actually just drink a glass of wine together on the patio—sounds like a pretty perfect weekend.

Fran Faircloth: That sounds pretty great to me. What are you reading right now?

Megan Baca: I have a personal problem maybe you can help me with later, but I have a really hard time reading fiction. I do read a lot of non-fiction. I don't know if it feels more productive or I just can't handle the drama in fiction. But I like memoirs—I really love a good celebrity memoir, especially on audiobook when it's read by the author. Actually, I'm most of the way through Spare right now—it's Prince Harry, so that's always a good conversation starter.

Fran Faircloth: Absolutely—that's on my list. I will have to work on you on the fiction part because I'm a former literature nerd, so we'll talk about that.

Megan Baca: I'll have to get all your recommendations.

Fran Faircloth: Great. Thanks, Megan, for taking the time. It has been great to chat with you. And for our audience, once again, this is the R&G Tech Studio podcast. It's available on the Ropes & Gray website, on the R&G Tech Studio page, and it's also linked and available wherever you get your podcasts. Thanks so much.