James P. Carrigan

Jay’s background includes working directly in the high-tech industry. He served as corporate counsel at Marcam Corporation, a software vendor that delivered ERP solutions to process manufacturers. In this role, he advised and represented Marcam and its subsidiaries in structuring and negotiating transactions to acquire technology, products and services. He also provided advice regarding contractual arrangements with partners, vendors and customers in the US, Europe, Central and South America, and Asia-Pacific regions, and assisted with the implementation of a restructuring plan, including the sale of a subsidiary and the spinoff of another subsidiary.

While serving as assistant general counsel at Tufts-New England Medical Center, Jay helped establish a for-profit subsidiary to develop and market medical outcomes measuring instruments, software and related consulting services. He assisted with industry-sponsored research/licensing transactions and served as counsel to the NEMCH Investigational Review Board. Jay also represented the center and its affiliates in structuring, negotiating and documenting acquisitions of physician practices, software, computer hardware, telecommunications and medical devices.

Before joining Morgan Lewis, Jay was a partner in the corporate practice group of another international law firm.

Representative Experience

• Represented Roka Bioscience Inc. and its lead investor in a spin-off from Gen-Probe Incorporated, including structuring, negotiating and documenting (1) in-license of diagnostic technology from Gen-Probe for “Industrial Testing” applications; (2) in-license from third parties of intellectual property necessary for use of the Gen-Probe technology; (3) Contribution Agreement and Share issuance Agreement for acquisition of certain tangible assets of the business subject to the spin-off; and (4) transition services agreements, sublease, employment arrangements and related ancillary agreements for transaction.
• Represented invivodata, Inc. in its sale to eResearch Technology, as part of a $400,000,000 going private transaction.
• Represented NYSE technology consulting firm in structuring, negotiating and documenting alliance arrangements with numerous software and electronic commerce companies for marketing “best of breed” solutions to consulting firm clients in appropriate circumstances, including client’s business integration services and collaborator’s software and hardware components, including equity investments and performance warrant transactions.
• Represented electronic component trading company in structuring, negotiating and documenting Singapore joint venture with Nikkei 225 trading company for establishment of electronic components trading exchange for Asia Pacific region.
• Represented Waters Corp. in structuring, negotiating and documenting (1) supply and distribution arrangement with PerkinElmer for development and commercialization of devices for neonatology screening; and (2) manufacturing agreement with Solectron for offshore production of certain Waters’ products.

Representative Clients

• Acme Packet - SBC’s, MSG’s and SRPs
• invivodata- patient outcomes software and services
• Radius Health- women’s health products
• Sky Computers- embedded supercomputers
• ViewRay- radiation oncology systems
• Voice Signal Technologies- voice recognition software
• Waters Corp.- mass spectrometry and liquid chromatography devices