the evolution of law

OVERVIEW

Legal Solutions as Innovative as Our Company
Sensing clients are no longer fine with the traditional law firm model, many law firms have started to claim they offer clients “innovative” legal counsel. They sprinkle the word “innovative” over their marketing materials, website pages and cocktail party conversations. But the reality is, there is nothing “innovative” about the way most law firms operate, and not much has changed in the last century of legal practice. So how can you tell Ghannoum is actually “innovative” in the way we work with clients to address their legal issues? Start with the fact that we only work with partner-level attorneys with years of experience at some of the largest firms and companies in the world. Add in the notion that we allow companies to handle legal issues more efficiently in-house, reducing the amount of work that has to be sent to large firms at substantial cost. Round all of the above off with a fee structure that emphasizes results, not billable hours, and you start to see why innovation is truly a part of our DNA, and not just something we talk about.

the evolution of law

GENERAL COUNSEL

Keep More In-House
Even the most efficient legal department has periods of being overloaded, and occasionally faces issues beyond the internal expertise of the department. The traditional choices in such situations have been to “add it to the pile” and get to it when feasible, send work out to a large firm at substantial cost, or hire an additional person for the department. Ghannoum was created to allow general counsel to address such concerns in an efficient and cost-effective manner while still accessing world-class legal counsel. When faced with either a workload issue or expertise gap, general counsel can turn to Ghannoum to provide auxiliary in-house counsel. As general counsel, you will have ready access to partner-level attorneys with the requisite experience to step in and instantly contribute to the department. From drafting and negotiating licensing agreements to addressing ongoing securities filings, our attorneys are able to contribute from hour one, making your job as general counsel significantly easier. In addition, we created a fee structure that allows general counsel to predict and control their budgets, without worrying that the meter is running. We accomplish this by offering flat project-based fees, or by charging for a team member to be available for a certain number of hours a week or month. By offering as-needed access to partner-level attorneys under a predictable fee structure, our goals are aligned with yours, namely, to successfully address internal legal issues in an efficient, predictable and cost-effective manner.

the evolution of law

HOSPITALS & ACADEMIC INSTITUTIONS

Legal Health for Hospitals and Academic Institutions
Over the last few decades, healthcare providers and academic institutions have seen their legal hurdles grow exponentially. From regulatory compliance to technology transfer concerns, these entities must have counsel with the requisite experience to successfully negotiate legal challenges ranging from the simplest to the most complex. Ghannoum has the expertise that institutions can rely on to address their legal needs. Specifically, examples of our experience include protecting intellectual property, negotiating technology transfer agreements, structuring and forming joint ventures between physicians and healthcare entities, hospital M&A transactions, internal governance issues, and drafting agreements relating to commercial activities, management, and medical staff employment. Ghannoum is able to provide traditional outside counsel, or auxiliary in-house counsel, ready to assist legal departments on a project by project basis in periods of work overload, or to fill expertise gaps.

the evolution of law

LIFE SCIENCES

Life Sciences–Our Life’s Work
Ghannoum has deep experience working with established and emerging life sciences companies. We know the complexities unique to the field, and we use that understanding to assist clients in addressing their legal concerns. Our lawyers have worked with pharmaceutical, biotechnology and medical device clients to address a myriad of transactional and intellectual property issues. Their experience ranges from M&A and joint venture transactions for large companies, to protecting and licensing intellectual property for early stage clients, and almost everything in-between. Our team not only understands the legal issues at hand, but we also understand our clients and how they define success in confronting legal issues. How can we say that? Simply because our team includes scientists, a number of former in-house attorneys at companies such as Bristol-Myers Squibb, Enzon Pharmaceuticals and Hoffman-LaRoche, and a founder who grew up hearing his dad (a medical fungus researcher) constantly describe himself as a “Fun Guy.”

the evolution of law

MEDICAL DEVICES

The Right Legal Tools for Medical Device Companies
Ghannoum attorneys are well-versed in the legal complexities facing entities that design and manufacture medical devices. In a dynamic and ever-changing arena, we provide clients with the steady guidance to overcome the legal challenges they face. Our team has advised clients on a variety of matters, including protecting and licensing intellectual property, securing financing ranging from angel investing to venture capital funding, and negotiating and closing M&A transactions, strategic alliances, and joint ventures. Outside the transactional realm, Ghannoum assists clients in addressing potential liability issues, including anticipating and addressing litigation relating to commercial disputes, product liability, and claims arising out of clinical trials. Ghannoum also helps clients enforce their rights and pursue action against offending parties. You might say that we provide medical device companies with the tools to meet any legal challenge head on.

the evolution of law

INTELLECTUAL PROPERTY

A Big Part of Our IP - Knowing How to Protect Your IP
Whether we are providing outside counsel or an auxiliary member to your in-house team, Ghannoum can handle all matters dealing with the acquisition, protection, analysis, and management of intellectual property assets. From medical device technologies, to innovative engineering processes, our clients turn to us for many of their intellectual property needs. Considering that for the majority of our clients, their key asset is their intellectual property, that’s saying something. Our attorneys’ expertise includes preparing, filing and prosecuting patent applications, rendering patentability, validity and infringement opinions,conducting full due diligence reviews, guiding clients through all phases of the technology transfer process, and offering full trademark services. Our attorneys have worked with a wide range of technologies, including life sciences, IT, engineering, chemical and renewable energy.

the evolution of law

TRANSACTIONAL

Getting the Deal Done
Ghannoum corporate lawyers have structured, negotiated and closed deals for companies of all shapes and sizes. We work with clients at every stage of M&A, technology transfer, financing, and real estate transactions, from deal due diligence, to negotiating and drafting transaction documents. For some clients, Ghannoum provides traditional outside counsel, representing clients on all facets of their deals. Other clients use our team to enhance their in-house transactional capabilities. In such arrangements, our attorneys work as part of the in-house team, providing clients with the capability to assess and negotiate deals in-house in an efficient and cost-effective manner. Ghannoum also gives clients the ability to guide and control the path of logistically challenging transactions that require the assistance of outside counsel. By having preliminary analysis, negotiation and drafting undertaken internally, clients can act on deals before retaining outside counsel. Once engaged, outside counsel are used for their expertise on deal strategy and logistics, not preliminary drafting and analysis. As deals progress, Ghannoum will assure deals are moving efficiently, that costs are controlled, and that segments of the deal which can be kept in-house are performed internally. Our innovative approach allows you to eliminate inefficiencies, and capture significant cost-savings during the deal process, while knowing you are represented by a team of experienced attorneys.

the evolution of law

LITIGATION

Finding Resolutions, Not Disputes
Our attorneys have experience representing clients in litigation matters ranging from working as local counsel on discrete issues, to representing clients across multiple ongoing cases in large commercial matters. While some clients use Ghannoum to provide primary litigators, others turn to us for auxiliary in-house litigators. In such cases, our attorneys work as part of the in-house team, providing clients with analysis of potential or threatened claims as well as the ability to guide and control the path of litigation once outside counsel is engaged. By having preliminary research and analysis undertaken by our team of seasoned litigators, clients can assess the strengths and weaknesses of potential claims before engaging outside counsel. Once outside counsel is engaged, their team can be used for their expertise on litigation strategy and logistics, not preliminary research that is often done by first or second year attorneys. As litigation continues, Ghannoum will ensure that outside counsel is handling litigation matters as efficiently as possible, that legal bills are in line with expectations, and that any work that can be done in-house is performed by Ghannoum as part of our ongoing duties. Our innovative approach allows you to eliminate inefficiencies, and capture significant cost-savings during the litigation process, all while knowing you are represented by a team of seasoned litigators.

the evolution of law

AFIF M. GHANNOUM, Esq.
afif@ghannoumlaw.com
Began career at Squire, Sanders & Dempsey and Baker Hostetler Launched the Ghannoum Law Firm

A biotechnology attorney, Afif spent the first years of his career with two of the largest firms in the country. After leaving the world of Big Law behind to launch an emerging technology development firm (BioVentis LLC), he was frustrated at how inefficient and costly outside counsel was for companies both large and small. With this in mind, he founded the Ghannoum Law Firm with the singular goal of offering world-class legal counsel, sophisticated enough to serve the largest clients, while still being accessible to early stage companies. Afif represents corporate, biotechnology and life science clients in an array of matters.

An entrepreneur himself, Afif and his innovative approach to the law have been profiled by various media outlets, including the American Bar Association Journal. He is also a co-founder of two biotechnology companies. In his free time, Afif takes pride in the pro bono work he has done through the Legal Aid Brief Advice Clinics, where attorneys can volunteer legal advice and guidance to those not able to afford representation. He is also heavily involved with MedWish International, an organization that sends medical equipment that can no longer be used in the United States, to health organizations in thirdworld countries. He also teaches at Case Western Reserve University School of Law. Graduated from Case Western Reserve University School of Law 2005 Admitted to practice in the State of Ohio Adjunct Professor of Law at Case Western Reserve University School of Law

BARRY J. MARENBERG, Esq.
bmarenberg@ghannoumlaw.com

Published over a dozen articles in numerous publications, including Intellectual Property Today, Biotechnology Law Report, and The Metropolitan Corporate Counsel

Earning his Masters in Biotechnology from Johns Hopkins University, through its independent study program, and expects to graduate in June 2011

Barry is a life science patent attorney with years of experience working in-house at two of the largest pharmaceutical and biotechnology companies in the world. At Enzon Pharmaceuticals, Barry was Chief Patent Counsel, where he managed an intellectual property portfolio for the $225M publicly-held company. During his time in-house, as well as in private practice at such firms as Mintz Levin, and Sills Cummis & Gross, Barry has had significant success in prosecuting patent applications, both in the U.S. and worldwide, in the following areas: small molecule pharmaceutical compounds, novel peptides, biomarkers, oligonucleotides, biologics, antisense, RNA interference, stem cells, tissue engineering, and medical devices. In addition to working with Fortune 500 companies, Barry has also advised and

counseled small companies regarding their intellectual property strategic and legal concerns, including freedom-to-operate assessments and patentability evaluations. On a personal note, Barry’s hero is his wife, who has always stood by him. Except when he’s putting his body in the way of a lacrosse ball traveling at 100 mph. At those moments she isn’t standing by him.

Admitted to the US Patent and Trademark Office, the State of New Jersey, the US District Court for the District of New Jersey, the State of New York, the US District Courts for the Southern and Eastern Districts of New York, and the US Court of Appeals for the Federal Circuit

Was Appointed as a Member of the Editorial Board of the Journal of Commercial Biotechnology

1993

Graduated from the Benjamin N. Cardozo School of Law

Was the Chief Patent Counsel/ Assistant General Counsel at Enzon Pharmaceutical, and a Senior Patent Attorney at Bristol-Myers Squibb Company

Was in private practice at such firms as Mintz Levin and Sills Cummis & Gross

LARRY J. MCSWIGGAN, Esq.
lmcswiggan@ghannoumlaw.com
Counseled Threshold Pharmaceuticals through Series A and Series B financing rounds prior to an Initial Public Offering

Admitted to practice in California, New York, Massachusetts and Connecticut

Larry is a transactional attorney with substantial experience in corporate governance, M&A and securities matters. Larry has worked with clients to address their ongoing securities issues, ranging from completing periodic securities filings, to guiding clients though the registration process. In particular, he guided a bank through its filing of a Registration Statement on Form 10 under the Securities Act of 1934, and assisted a client in the registration of shares of a newly formed company after the closing of a merger transaction. During his career at firms such as Holland & Knight and Heller Ehrman, Larry has also represented clients in their venture capital financing activities, including representing a pharmaceutical client in a $250 million Series B round of financing, and guiding a separate pharmaceutical client through

Series A and B financing rounds prior to an Initial Public Offering. Larry has also guided large companies (both buyers and sellers) through the M&A process. In the biotechnology sector, he provided counsel to his client, a developer of therapy options for the treatment of heart disease, in its merger with a manufacturer of cardiovascular therapy technologies. He also represented an institutional pharmacy business in its combination with another company, into an independent, and publicly traded company. A runner aiming for the Boston Marathon, Larry feels that George Washington, one of his heroes, is an underappreciated cornerstone of our democracy, though Larry realizes the legendary cherry tree/“I cannot tell a lie” story was actually, as it turns out, a lie.

Graduated from St. John’s School of Law 1997

Represented Wakefield Companies in a $42 million private asset and stock sale

Represented Jazz Pharmaceuticals in a Series B financing round of $250 million

Guided The Federal Home Loan Bank of Boston through the filing of Registration Statement on Form 10 under The Securities Act of 1934 at regulators direction

KAREN MCKEOGH, Esq.
kmckeogh@ghannoumlaw.com
Licensed to Practice in Ohio

Practiced at Calfee, Halter & Griswold for nine years

Karen joined the Ghannoum Law Firm after nine years with one of the largest firms in Cleveland. With broad experience in corporate and healthcare matters, Karen has provided counsel to clients on matters including drafting corporate governance documents, negotiating technology transfer agreements with large academic institutions, and negotiating joint venture agreements. Representative examples of Karen’s experience over her sixteen year career include: representing several subsidiaries of a large chemical company in regard to negotiating their manufacturing and distribution agreements; representing a biotechnology company in licensing negotiations with a major academic institution; representing a hospital and its parent health system in a joint venture with another hospital and parent health system; and

representing a biotechnology company in a joint venture with a manufacturing partner. Outside private practice, Karen has taught Health Law and Contract Negotiation at Cleveland-Marshall College of Law and Case Western Reserve University School of Law respectively. Karen has a thing for dolphins. Not in a “shelf full of dolphin figurines” way, but just that she would love to swim with them one day. She also loves watching America’s Funniest Home Videos with her daughter, while trying not to think about the legal ramifications of having video evidence of fracturing a leg on someone’s broken trampoline. Published numerous health law related articles in publications such as American Bankruptcy Institute Journal, and the Cleveland Bar Journal 1993 Graduated from Case Western Reserve University School of Law

Past Chair of the Health Law Section of the Cleveland Bar Association

AV Rated Attorney by Martindale Hubbell

SHANNON DRAHER, Esq.
sdraher@ghannoumlaw.com

Has represented clients across an array of matters including product liability, toxic tort, banking, employment and class action litigation

Shannon Draher has broad scope experience counseling clients on litigation matters. During her career at such noted firms as Jones Day and Vorys Sater, Shannon has represented large and small companies across various types of issues, including product liability, toxic tort, banking, employment and class action litigation. Of note, Shannon represented a client in lease disputes around the country, worked closely with clients on automobile product liability cases, and succeeded in getting a number of such cases dismissed on summary judgment. She also served as lead counsel for pro bono clients in the Sixth Circuit Court of Appeals. In elementary school Shannon entered a contest to guess how many jelly beans were in a jar. The correct number was 745, and Shannon guessed 745! At Ghannoum, she’s

tired of being asked to guess how many items are in a given container, and wishes she’d never told us her jelly bean story.

Admitted to practice in the State of Ohio, United States District Court for the Northern District of Ohio, United States Court of Appeals for the Sixth Circuit, and the United States District Court for the Southern District of Ohio

2001 Was in private practice at Jones Day and Vorys Sater

Graduated from University of Toledo Law School as a member of the Order of the Coif and the Law Review

CATHERINE ROSEMAN SMITH, Esq.
csmith@ghannoumlaw.com

Admitted to practice before the US Patent and Trademark Office, and in New York State

Catherine is an intellectual property attorney, with expertise in all aspects of pharmaceutical, chemical, and biotechnology patent law. In her career, both as in-house counsel at Hoffmann-La Roche, and in private practice, Catherine has worked with innovations ranging from pharmaceutical compounds to stem cell technologies. In addition to prosecuting patents and drafting opinions, Catherine also serves clients by drafting and negotiating documents across the intellectual property spectrum, including licensing, clinical research, material transfer and non-disclosure agreements. Catherine has worked with both applied industrial and basic research scientists. She particularly enjoyed learning about cutting edge biotechnologies through her contact with Roche Institute scientists,

where she helped them to develop research discoveries as inventions in areas ranging from plant bioengineering to new antibody cloning techniques. Outside of the law, Catherine enjoys playing classical guitar and writing poetry. She currently has time to pursue neither.

Graduated from Columbia University GSAS with a master’s degree in biological sciences

Advised Sun Chemical as a Patent Law Consultant for two years

1982

Graduated from Syracuse University College of Law

Worked in-house at Hoffman-La Roche as a senior patent attorney for several years

THERESA O’ROURKE NUGENT, Esq.
tnugent@ghannoumlaw.com

Former Senior Counsel/Executive Vice President of Corporate Human Resources for Scient, Inc (formerly iXL Enterprise, now Razorfish, owned by Microsoft)

Conducts seminars for scientists, technical personnel and business/sales personnel on interplay between intellectual property and the business value of products and services, along with training on agreements with partners in industry

Admitted to practice before Theresa is an intellectual property attorney specializing in patent, trademark, copyright and trade secret matters. Theresa drafts patent applications and handles prosecution in the biotechnology, chemistry and medical device arenas. Theresa has worked with a significant array of technologies, including imaging devices, laser devices, proteins, semi-conductor fabrication, pigments/inks, and cosmetics. As one of our senior intellectual property attorneys, Theresa also provides clearance, invalidity and non-infringement opinions in the areas of biology, chemistry, mechanical devices, and laser devices. In addition to filing patents and trademarks in the U.S., Theresa oversees patent and trademark prosecution efforts for Ghannoum in the European and Japanese Patent offices. Graduated from Albany Law School of Union University Theresa also drafts and negotiates all types of research and commercial agreements, including licensing, technology transfer, and various other supplier and vendor agreements. On a personal note, Theresa once competed in the World Irish Dancing Championship, which is held in Ireland (of all places!). Theresa would also like to take this opportunity to confirm she is NOT related to any rock and roll guitarists, and does not know whether Cat Scratch Fever is a song or a condition. 1990 the US Patent & Trademark Office, the Southern District of New York, and the Eastern District of New York. Theresa is also awaiting admission to the England and Wales Solicitor Roll after passing 3 Heads of the UK Solicitor Exam

Former Assistant County Attorney in the Litigation Bureau (Westchester County, NY)

Provided guidance on intellectual property matters to Sun Chemical as an intellectual property consultant for 6 ½ years

keep more in-house

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