Eight Questions for a Technology Transactions Lawyer

Wilson Sonsini has a robust technology transactions practice, representing technology and life sciences companies from their foundational agreements through their most complex deals. Farah Gerdes, a life sciences technology transactions partner in the Boston office, recently answered some common questions about her practice.

What does a technology transactions practice group do?

Tech transactions lawyers handle the contracts that touch a company's technology or products. The tech transactions group (“TTG”) at Wilson Sonsini is divided between tech and life sciences. My practice is on the life sciences side (“TTG-Bio”). We work primarily with therapeutics companies, but also medical device companies and an increasing number of digital health companies that are incorporating AI and data into how they develop their products.

One typical way that we start with our clients is to license seminal technologies from universities or research institutions to start the company. Those license agreements are often a key asset supporting the company’s initial financing. They can also support the company's downstream agreements, so we negotiate them with the company’s longer-term strategy in mind. For example, a typical strategy for biotech companies is to partner with a pharma company once they have achieved proof-of-concept of their technologies or products, to take those products through clinical trials and commercialize them. Those collaboration agreements with pharma are a core component of our practice.

What does a typical day for a TTG lawyer look like?

For me as a partner, it's usually top-to-bottom phone calls. I’m talking to clients about agreements that we're working on, or preparing for discussions with the opposing party, or having the discussions with the opposing party. I also manage teams of Wilson Sonsini people. We meet twice weekly as a team in Boston, once more training-focused and the other more social. I meet individually with associates monthly, and as needed to go through drafts. Finally, I do a lot of really technical drafting. Writing contracts is like a puzzle where there are pieces in different places, but they all have to work together. Designing and figuring out those puzzles, manipulating the language of the contract, and paying careful attention to how changing words might change meaning or leverage is a big part of what we do. A typical associate day has fewer management responsibilities and, therefore, more time for drafting and completing projects, but associates still participate in a lot of client calls. Associates in our group consistently get a little bit more responsibility than they're comfortable with, which is great for growth. They take the first pass at drafting agreements or responding to agreements from the other side. Associates get client contact very early, especially on smaller agreements or with pro bono clients, where they can negotiate or advise clients directly. As they progress, they get a higher level of responsibility for increasingly complicated agreements.

How did you end up a TTG-Bio lawyer?

I thought I wanted to be a doctor, so I took a lot of science classes in college, but ultimately decided not to pursue a career in medicine. Instead, I became a pastry chef after graduating from college. I did that successfully for a few years and then went to graduate school in food studies. I finished my masters’ program in 1999, and so naturally went to work for a dotcom—an online retail cheese purveyor. This was the time of the Mad Cow disease scare, and we were importing meats and cheeses primarily from Europe. Import restrictions and other regulations came into play, and that was an interesting puzzle for me. So, I applied to law school. I was initially interested in FDA regulatory work because of my food background. Among the firms I interviewed with after 1L year, Wilson Sonsini felt very different from the other firms and much more like a home for me because people liked what they were doing, were really excited about their clients, and asked questions that made clear that they were interested in getting to know who I was beyond my resume. During my summer at Wilson, I became familiar with the technology transactions practice. I liked the people, the work, and that I could apply the science that I learned in college to my legal practice and learn more science every day. I still get to do that every day because we work with startups—biotech companies creating innovative new solutions and ways to treat, diagnose, or improve outcomes for disease.

What makes the tech transactions practice at Wilson Sonsini special and why is it a good place to forge a career doing what you do?

Being divided by industry like the technology transactions department is at Wilson allows us to have a unique depth of industry knowledge. We see as many deals as anyone else in our industry, so we can advise on business trends, what deals look like, what should be the next market. That kind of depth allows us to counsel at a really high level from a business perspective. Also, we represent small companies and not big pharma, so we get to be—out of necessity—very creative in our solutions because we're usually representing the party that doesn't have as much leverage. The people that we get to work with at these companies are the people who created the technology. I like being around that energy and that innovation every day. But, a lot of what makes us special is just the people at Wilson. People here consistently receive opportunities and mentorship from thoughtful partners who are finding opportunities to develop associates who are engaged and excited about learning.

What differences are there between practicing on the bio side of TTG versus the IT side?

The first difference is the type of IP that's important for those two industries. For biotech companies, patents are critical to maintaining market exclusivity because drugs have a very long and expensive development lifecycle. (Excluding competition using patents is the only way that that investment makes sense.) On the IT side, the technology is primarily software, which is typically protected by copyright. Another big difference is product lifecycles, which results in deals that are quite different. A drug takes a minimum of a decade to develop from bench to patients. Software products might take a matter of months to develop and then have a similar time on the market. So, the agreements are very different—companies are not going to spend the same money or the same attention of detail if the agreement is going to live for a year versus 20 years, and the 20-year agreement has to accommodate many more potential outcomes and factors. Further, software companies often seek to get acquired once they have a product, so there's a lot more M&A that the IT side works on. Finally, the technology is quite different. If you're interested in tech and software, the IT side is probably, subject matter-wise, much more interesting to you. I personally like the life sciences side—I like thinking about and contributing to products that benefit patients, and I find the science more interesting.

What skillset or experiences make someone well-suited for TTG work?

Any work experience in a business setting is helpful, because you can contextualize the agreements that we negotiate. You can understand a supply agreement, or what it means to hire consultants, or how a company goes about making money and achieving its goals. Even if you don’t have that experience, you can cultivate really good writing skills—those are very important. A desire to learn is important because you're going to learn the science of the client each time, in addition to the technical skills of being a TTG attorney. A willingness to ask questions, admit when you don’t know things, and take risks are all keys to accelerating an associate’s learning curve. Everything will be new and those traits are critical to becoming better at it.

Can you tell me about one of your clients and how you work with them?

Recursion is a leader in the next generation of biotech, which is AI-enabled drug discovery. The goal is that with algorithms and data, they can better predict which types of drugs will work best on which types of diseases, which should reduce the costs  and improves the likelihood of success of drug development. We started with Recursion shortly after they spun out of the University of Utah and they were just a handful of employees in cubicles. They're now a public company valued at $1.7 billion and they have 500 employees. We’ve been a part of that growth all along the way. Patrick Schultheis, a corporate partner in Seattle, had a relationship with one of their early directors and brought me in on the TTG side. That was a decade ago, so I worked with them on their very early agreements. Patrick's team works on the corporate side, and Matt Bresnahan in our San Diego office works with them on the patent side. Now that they have grown so much, we also work with them on employment issues and tax issues, as well as litigation when it comes up. To serve Recursion best, I need to have a high level of communication with Patrick and Matt and Remi Korenblit, who's doing their M&A activity. We keep each other apprised of the bits and pieces that we learn so that we can anticipate what the next issue is going to be.

If a law student wants to learn more about TTG-Bio, what should they do?

They should reach out! They can email me or call. I talk to students regularly and our associate team regularly responds to requests like that. And 1Ls should consider applying to our Life Sciences Summit where we talk about life sciences work in all our practice groups, including TTG.

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