Timothy M. Swan

Partner

Cincinnati
T +1.513.929.3405
F +1.513.929.0303

Overview

Tim Swan advises technology companies on practical approaches to fit their specific needs and goals. He represents clients through a variety of technology transactions, most frequently in the areas of life sciences, healthcare IT and information technology. He also helps clients of all sizes on both buy and sell-side M&A transactions, with a focus on life science, software and other IP and technology dependent targets. In addition, Tim shepherds companies and investors through financings, including convertible notes, SAFEs and preferred equity rounds, and corporate governance matters.

Tim represents companies ranging from startups and emerging companies, to large clients. He has extensive experience preparing and negotiating licensing, collaboration, joint venture, development, professional services, contract research, manufacturing, clinical trial and other technology-related agreements, as well as the various flavors of financing rounds. Having worked with private equity and venture capital funds, and having advised numerous of their portfolio companies, Tim is able to succinctly counsel life science and technology companies as they navigate the unique dynamics of their relationships with investors and owners.

Select Experience

  • Represented GE Healthcare in connection with the formation of Intel GE Care Innovations, a joint venture with Intel Corporation to develop and market home-based health technologies; and its formation of Caradigm, a joint venture with Microsoft Corporation to develop and market a unified data aggregation and analysis platform for health care providers.
  • Counseled Dicerna in its licensing of Tekmira's proprietary lipid nanoparticle technology for delivery of one of its RNAi candidates, with potential for $24.5 million in milestones in addition to ongoing royalties.
  • Advised Iridium Communications on a wide range of intellectual property and technology license and development agreements, including the intellectual property aspects of agreements underpinning the Iridium NEXT program.
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Experience

Life Sciences
  • Represented GE Healthcare in connection with the formation of Intel GE Care Innovations, a joint venture with Intel Corporation to develop and market home-based health technologies; and its formation of Caradigm, a joint venture with Microsoft Corporation to develop and market a unified data aggregation and analysis platform for health care providers.
  • Counseled Dicerna in its licensing of Tekmira's proprietary lipid nanoparticle technology for delivery of one of its RNAi candidates, with potential for $24.5 million in milestones in addition to ongoing royalties.
  • Represented RoundTable Healthcare Partners regarding IP aspects in various pharmaceutical and medical device acquisitions, including its sale of CorePharma LLC and other companies to Impax Laboratories Inc. for $700 million and Aspen Surgical Products holding, Inc. to Hill-Rom Holdings, Inc. for $400 million.
  • Counseled GE Healthcare regarding IP aspects in a number of acquisitions, including Living Independently Group Inc., MicroCal LLC, Orbotech Medical Solutions Ltd., U-Systems, Inc., Steady State Imaging and part of Unisyn Medical Technologies.
  • Represented biopharmaceutical company in negotiation of several multi-year supply agreement with a contract manufacturer.
  • Advised Catamaran in its acquisition by OptumRx (UnitedHealth Group's free-standing pharmacy care services business) for $12.8 billion, and in various licensing agreements.
  • Represented Takeda Pharmaceuticals Company regarding the IP aspects of its $800 million acquisition of URL Pharma, Inc.
  • Advised GlaxoSmithKline plc regarding the IP aspects of its sale of a hepatitis C treatment candidate to Janssen Pharmaceuticals.
  • Acts as outside general counsel to a medical device contract manufacturing enterprise.
  • Represent biopharma development company in the sale of its Indeno therapeutics pipeline.
Startup Venture Capital
  • Company side - advertising technology company in numerous convertible note and priced equity rounds, with over $8 million raised.
  • Company side - energy sciences company in $600,000 seed round and $1 million bridge note round.
  • Company side - healthcare IT company in $4.5 million recapitalization.
  • Company side - pharmaceutical CRO in $1 million Series A-1 round.
  • Company side - medical device manufacturer in $75 million Series A round.
  • Investor side - lead strategic investor in $58 million Series B investment in an autonomous driving company.
  • Investor side - strategic investor in a $5 million Series Seed round investment in a beverage company.
  • Investor side - lead investor in $1.25 million SAFE round investment in a veterinary device manufacturer.
  • Investor side - lead investor in $5 million Series C round investment in construction technology company
  • Investor side - strategic investor in $40 million D round investment in auction technology company.
Technology Transactions and Other Matters
  • Advised Iridium Communications on a wide range of intellectual property and technology license and development agreements, including the intellectual property aspects of agreements underpinning the Iridium NEXT program.
  • Counseled The Hartford Financial Services Group on technology and transition matters in its divestiture of four businesses at the same time with a total price of over $1 billion, including retirement, individual life insurance, variable annuity and broker dealer businesses.
  • Represented Global Healthcare Exchange in various license and services agreements, including its agreements with several group purchasing organizations.
  • Represented Sara Lee Corp. in trademark licenses and other IP aspects of the nearly $1 billion sale of its North American fresh bakery business.
  • Advised Morgan Stanley in a number of technology and business process outsourcing arrangements.
  • Represented Monsanto Company in its $300 million long-term strategic alliance with Novozymes to research and commercialize sustainable microbial products in the agriculture industry.
  • Counseled Beam Inc. regarding IP aspects of its $16 billion acquisition by Suntory Holdings Limited.
  • Represented a healthcare IT company in its acquisition of a payments processing company.
  • Represent fund-of-fund in evaluation and execution of several secondary sales and co-investments.

Recognitions and Memberships

Recognitions

  • LMG Expert Guides, Rising Star for Technology, Media & Telecom / IT (2015)
  • Chambers USA: Technology in Illinois (2013 to 2014)
    • Associate to Watch in Technology & Outsourcing
  • The Legal 500 United States (2013)
    • Recommended for Media, Technology and Telecoms

Memberships

  • American Bar Association
  • Cincinnati Bar Association

News

Press Releases

Community

  • Freestore Foodbank: Committee Member
  • OCEAN Accelerator: Cohort Advisor
  • University of Cincinnati Venture Lab: Mentor

Admissions

  • Ohio
  • Illinois

Education

  • J.D., University of Chicago Law School, 2006, with high honors; Order of the Coif; University of Chicago Law Review
  • B.S., Mechanical Engineering, Rose-Hulman Institute of Technology, 2003, magna cum laude