Timothy M. Swan

He | Him | His

Partner

Cincinnati
T +1.513.929.3405
F +1.513.929.0303

"[Tim Swan's] a smart, detail-oriented lawyer who has the ability to look at the bigger picture." "He's diligent and has a thoughtful, business-oriented approach."

— Chambers USA 2021

Overview

Tim Swan advises technology companies on practical approaches to fit their specific needs and goals. He works with life science and software companies on their corporate, commercial and fundraising activities, and brings an understanding of their interaction to each task.

Tim assists clients in understanding, negotiating and closing complex technology transactions. He also helps clients on both buy and sell-side M&A transactions, with a focus on technology dependent targets. In addition, Tim shepherds companies and investors through financings, including convertible notes, SAFEs and preferred equity rounds, and corporate governance matters. Having worked with private equity and venture capital funds, and having advised many of their portfolio companies, Tim is able to succinctly counsel companies as they navigate the unique dynamics of their relationships with investors and owners.

Select Experience

Life Sciences

  • Represented a medical device development company in a “build-to-buy” option / merger transaction with a leading strategic in the field, with an enterprise value in excess of $500 million based on the acquisition price.

Startup Venture Capital

  • Company side - medical device manufacturer in $120 million Series A round, with multiple financing milestones.

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 its current satellite constellation.
More »

Experience

Life Sciences

  • Represented a medical device development company in a “build-to-buy” option / merger transaction with a leading strategic in the field, with an enterprise value in excess of $500 million based on the acquisition price.
  • Counseled 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.
  • Acts as outside general counsel to several medical device contract manufacturing enterprises.
  • 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 public biopharmaceutical company in negotiation of several multiyear services and supply agreements with multiple contract research organizations and contract manufacturing organizations, with over $50 million in commitments.
  • 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.
  • 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.
  • Counseled preclinical biopharmaceutical company on licensing of therapeutic candidates from several universities.
  • Represent biopharma development company in the sale of its Indeno therapeutics pipeline.

Startup Venture Capital

  • Company side - medical device manufacturer in $120 million Series A round, with multiple financing milestones.
  • Company side - energy sciences company in numerous convertible note and priced equity rounds, with over $20 million raised. 
  • Company side - preclinical biopharmaceutical company in numerous financing rounds, with over $8 million raised.  Company side - advertising technology company in numerous convertible note and priced equity rounds, with over $8 million raised.
  • Company side - healthcare IT company in $4.5 million recapitalization.
  • 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 its current satellite constellation.
  • 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 Global Healthcare Exchange in the acquisitions of a payments processing target and a remote case support technology target.
  • Advised international accounting firm on procurement of various strategic software and SaaS applications, with aggregate subscription fees in excess of $100 million.
  • Represented Sara Lee Corp. in trademark licenses and other IP aspects of the nearly $1 billion sale of its North American fresh bakery business.
  • 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.

Recognitions and Memberships

Recognitions

  • LMG Expert Guides, Rising Star for Technology, Media & Telecom / IT (2015)
  • Chambers USA
    • Corporate/M&A in Ohio (2020 to 2022)
      • Up and Coming (2020 to 2022)
    • Technology in Illinois (2013 to 2014)
      • Associate to Watch in Technology & Outsourcing (2013 to 2014)
  • The Legal 500 United States (2013)
    • Recommended for Media, Technology and Telecoms

Memberships

  • American Bar Association
  • Cincinnati Bar Association

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