Practice Areas & Industries: Baker & Daniels LLP

Practice/Industry Group Overview

Through its Health Care Team, Baker & Daniels has wide experience in all aspects of the practice of health care law throughout Indiana and across the United States. The Firm's health care clients include general and specialized hospitals, rehabilitation hospitals, national and multi-state health care systems, nursing homes, retirement homes, community mental health centers and group homes, ambulatory surgery centers, health maintenance organizations, preferred provider organizations, physicians and other health professionals, trade associations in the health care industry, and numerous others. Because the Firm's health care clients are located or headquartered throughout the state, the Health Care Team serves its clients from the Firm's Indianapolis, Fort Wayne, South Bend, and Elkhart offices, as well as from the Washington, D.C., office.

Today's life sciences industry is extending the limits of human discovery and redrawing the boundaries of human health. It's no surprise that the sector faces unique legal, regulatory and business challenges. You need a partner who knows the territory ¿ Baker & Daniels.

The Baker & Daniels Life Sciences team represents a wide array of participants in this expanding sector. We advise private companies at all points along the spectrum from start-ups to global leaders. We help major research universities move new technologies from the laboratory to the marketplace. And we structure and support the complex alliances among industry, academia, government and non-profits that bring innovation to life.

Just look at the company we keep - Eli Lilly, Zimmer, Guidant, Anthem, Clarian Health Partners, Indiana University, the Purdue Research Foundation, Rose-Hulman Ventures, Inproteo. The list goes on. This unique breadth of experience is strengthened by a creativity that helps our clients thrive in the ever-changing "bio-economy." And our comprehensive array of practice areas means that our counsel adds value from the laboratory to the boardroom, from the halls of Congress to the inner sanctum of the FDA.

Services Available

Protecting Your Technology

In the life sciences field, technology means business, and Baker & Daniels' full-service intellectual property practice is dedicated to protecting your discoveries. We provide the full range of U.S. and international intellectual property services ¿ establishing and maintaining client portfolios of patent, trademark, copyright and trade secret rights, licensing and enforcing those rights, and avoiding violation of other's rights.

Where necessary, we rely on strong relationships built with associates in many foreign countries to enhance our service to clients around the world. And, as a member of Lex Mundi, a global association of more than 160 independent law firms, and our active participation in TAGLaw, an international association of prominent law firms, we have access to recognized and respected intellectual property attorneys in virtually every country.

Building Alliances

The shortest distance between mind and market isn't always a straight line. Baker & Daniels' business and finance practice includes lawyers with experience beyond traditional merger or acquisition transactions. We've structured and supported joint ventures among major corporations, emerging businesses, universities and non-profit institutions. Recent examples include an alliance among two research universities and a leading pharmaceutical company to develop tools in the burgeoning field of proteomics, and a coalition of healthcare providers, government agencies and non-profit institutions to establish one of the nation's most comprehensive and advanced health information exchanges and medical research databases. Whatever the structure, we can help you chart and then navigate the unique legal, regulatory and business issues.

Financing Growth

Capital fuels growth, and Baker & Daniels has been facilitating capital formation for more than a century. Our experienced team of corporate finance lawyers structures all types of financing vehicles, including angel investments, private placements, commercial borrowing arrangements, venture capital financings, and public offerings of debt, equity and complex securities. Our Washington, D.C.-based professionals have a long track record of successfully sourcing public funding from various segments of the federal government, such as The National Institutes of Health. For some of the world's leading companies, we provide strategic counsel on a national scale in the area of economic development incentives for business expansion and job creation.

Clearing Regulatory Hurdles

The life sciences sector regularly involves many of the most closely watched and heavily regulated industries. Baker & Daniels' life sciences practice offers a comprehensive approach to public-sector relations through several of our affiliated companies - Aventor, B&D Sagamore and B&D Quorum. Aventor provides guidance and counsel to medical technology companies at all points in the product pipeline: structuring clinical trials to meet federal guidelines, identifying public funding opportunities, gaining regulatory approvals, and ensuring what's most critical to the bottom line - fair reimbursement for new technologies. B&D Sagamore complements Aventor by offering full-service federal relations consulting, while B&D Quorum offers a strong network of state and local contacts for grassroots public affairs campaigns (e.g., state Medicaid reimbursement policies).

Supporting Emerging Companies

The life sciences industry thrives on innovation - and much of this innovation comes from entrepreneurial ventures. The entrepreneurial services practice at Baker & Daniels is focused on meeting the needs of start-up and fast-growing companies in the life sciences sector. The Firm's array of entrepreneurial services include:

• Planning your business structure;
• Determining your management equity, compensation and incentive arrangements;
• Financing your business through angel investors, venture capital and mezzanine funds, banks and investment banks;
• Accessing government incentives and resources;
• Protecting your ideas and work product;
• Dealing with employment and benefits issues;
• Expanding your business to the global and electronic marketplace; and
• Preparing for and effecting your IPO or other exit strategy.

Financial Distress Opportunities or Protection

We have represented life science clients in strategic acquisitions of distressed companies, or their business or assets and have assisted life science clients to protect their rights when their customer, vendor, or joint venture partner has fallen into financial distress. We negotiate contracts and agreements (including joint venture agreements, security agreements, license agreements and the like) with specific provisions to protect our client's interest in the event of the financial distress of the other contracting party or parties. Finally, we have defended a number of our life science clients from avoidance actions (such as preferences and fraudulent transfer claims) asserted by debtors, their liquidating agents, trustees, or creditors' committee.

Documenting Foreign Nationals

Statistics indicate that foreign nationals make up a significant portion of the current and future scientific and technological workforce in the United States.

• 40% of all holders of Chemical Engineering doctorates in the U.S. are foreign-born
• 45% of all holders of Mechanical Engineering doctorates in the U.S. are foreign-born
• 25% of all holders of Biological Sciences doctorates in the U.S. are foreign-born
• 49% of all holders of Computer Science doctorates in the U.S. are foreign-born
• 29% of all holders of Chemistry doctorates in the U.S. are foreign-born
• Almost 50% of Engineering doctorates are awarded to foreign students
• Over 40% of Mathematics and Computer Science doctorates are awarded to foreign students
• Over 30% of Natural Sciences doctorates are awarded to foreign students

Many of these foreign nationals require specialized approvals from the Department of Homeland Security, the Department of Labor, and the Department of State before they can work lawfully in the United States. Securing such approvals can be a complex process. Baker & Daniels' Immigration Team is equipped to assist employers in determining which approvals are needed and preparing applications for such approvals. The attorneys on the Immigration Team devote their full attention to the immigration practice and closely monitor constantly-changing government regulations and policies in this area.

The Immigration Team assists employers in Indiana and across the country with a broad range of issues relating to the employment of foreign nationals in the United States. They advise regarding options for temporary and permanent residency and prepare appropriate petitions and supporting documentation. The Team helps employers deal with issues relating to the I-9 process and work authorization documents. Increasingly, the Team is called upon to assist employers and foreign nationals in dealing with new requirements and restrictions brought about by the current national security environment. Immigration clients include Indiana Centers for Advanced Protein Sciences; Schwarz Pharma; Biosound Esaote; and Anthem.

Networking at BioCrossroads

Beyond the scope of our client work, Baker & Daniels also has a broader perspective on breeding success in the life sciences. The Firm is a proud partner in BioCrossroads, Central Indiana's ambitious effort to bring corporate, academic and public assets together to create a global life sciences hub. As part of the BioCrossroads effort, the Firm organized and structured the Indiana Future Fund, a $73 million fund-of-funds that resulted from an unprecedented collaboration among the state's public pension funds, universities and leading corporations. The Future Fund will invest in regional and national venture capital funds, thereby attracting capital to emerging Indiana life sciences companies. For our clients, the Firm's involvement in BioCrossroads means an even stronger network of potential corporate and university partners, capital resources, and public sector contacts.

Clients:
Eli Lilly, Zimmer, Guidant , Anthem, Clarian Health Partners , Indiana University , the Purdue Research Foundation, Rose-Hulman Ventures, Inproteo