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In-House Counsel

Prolific Machines

Prolific Machines

Emeryville, CA, USA
Posted on Friday, June 28, 2024
Prolific Machines is ushering in a new era of biotechnology with light. We harness light to produce everyday essentials more efficiently, from food and lifesaving drugs to novel biosolutions. Our first-of-its-kind photomolecular biology platform delivers unprecedented control, precisely guiding cellular behavior when and where it matters most. Unlike existing tools used to control biology, our technology unlocks dynamic control over virtually any cellular function in any cell type. We're enabling partners to unlock robust efficiency, quality, reproducibility, and sustainability advantages across pharmaceuticals, nutritional and therapeutic proteins, cellular agriculture, and more. Prolific is supported by leading investors, including Bill Gates’s Breakthrough Energy Ventures, Mayfield and SOSV.

Help us create a brighter tomorrow with biology. We're looking for mission-driven, talented, and kind people to join our team.

About This Job

We are looking for an experienced Commercial Counsel to be the founding team member of our legal team. In this role the candidate will work with our executive team to help define and execute on our commercial strategy. We are seeking an individual who has experience in biotechnology and/or life sciences and is highly mission driven. In this role you will work across transactions, corporate matters and IP, helping to drive deals from conception, through negotiation and ultimately to signing.

You will:

  • Be a trusted advisor to senior leadership by providing commercial deal strategy, while partnering on negotiation and structuring and driving execution of innovative transactions
  • Manage outside counsel to manage corporate governance matters
  • Define IP strategy across filing, maintenance and structures for collaborations

This is a great opportunity for a business-oriented leader to work directly with the executive team and to build a legal and transaction function at a fast-growing, high-impact organization at the forefront of food and biotech. Successful candidates will be able to comprehend the nuances of legal contracts and have extensive experience with life science or industrial biotech companies and the types of transactions that regularly occur in this space. Further, successful candidates will be able to draw on this experience to help structure and negotiate deals and in thinking of creative solutions to issues that invariably arise during the deal-making process.



  • Drive the deal transaction process, in partnership with business development, finance/accounting, and other internal stakeholders to frame, negotiate and close deals spanning across industries and using a variety of deal structures
  • Provide deal strategy and negotiate term sheets to frame initial deal structure
  • Review and negotiate definitive agreements to help ensure such agreements reflect market-terms and the agreed to business deal
  • Support BD activities, as needed, even as deals move to the transaction stage
  • Manage the deal transaction pipeline and assist with seamless transition from deal signing to deal implementation
  • Work on various initiatives to improve scalability of the deal-making process, including developing innovative deal structures that can be standardized
  • Develop processes and enhance strategies for the management of various transaction types to improve quality of dealsEngage with external partners, vendors, and collaborators on agreement related activities

Corporate Governance

  • Provide legal guidance and counsel to internal teams on all administrative aspects surrounding the company
  • Ensure adherence to and maintain an up-to-date, robust Corporate Governance policy framework
  • Develop and implement appropriate policies and training programs to support global compliance with all applicable laws, regulations, and policies
  • Ensure all legal related transactional reporting requirements are met across the deal cycle, including maintaining document management systems & processes
  • Collaborate with the business to construct, renew and enhance robust contractual agreements including leases & partnerships, negotiate terms with counterparties and protect the company’s interests

IP Strategy

  • Work with outside counsel to define and execute on IP strategy, as well as to advise internal teams on IP filings and maintenance.
  • Identify, negotiate and structure licensing agreements for key patents

About you

  • You will have experience in the legal or transaction department of a start-up taking them from Series B/C ) to late stage (Series D, IPO or Post IPO) and have experience negotiating contracts
  • You will have +7 years of experience post-graduate school, with preference for those with experience in the Life Sciences sector
  • Ability to read and understand legal contracts and comment on proposed changes to legal contracts
  • Relevant experience with various transactions, including negotiation, due diligence, valuation, financial, legal, and operational considerations. Understanding of key drivers of value for transactions and how they can be measured and quantified
  • Industry experience is a plus within Pharma research and development, industrial food technology, and/or CDMO. Skilled in pitching, negotiating, and closing new business opportunities (please include a deal sheet with your application if available)
  • You will be flexible, pragmatic and willing to assist with duties outside of your domain when required for the business
  • Genuine interest in biotechnology or science-related fields is critical. Experience in a law firm and/or in-house pharmaceutical or biotechnology company environment overseeing and managing contracts is a plus
  • You have a growth oriented mindset and want to develop systems and solutions that scale

Diversity: We value diverse people, perspectives, and knowledge. To this end, we aim to foster a sense of belonging that enables everyone to bring their whole, authentic self to work everyday. We are committed to growing a diverse and inclusive team that encompasses all types of people. We believe this can only be achieved by acknowledging the ancestral, historic, and current systemic and communal inequities.

Location: The San Francisco Bay Area (Emeryville, CA)

Benefits: Outstanding Health, Vision & Dental Insurance (including full spouse coverage), at least one all-expense-paid team holiday per year, flexibility in schedule and unlimited vacation days. Free lunch every day!