The Corporate and Securities section provides a broad spectrum of corporate, securities, and transactional services to clients that range from small startups to large private companies and publicly reporting companies. We also represent venture capital funds and merchant banks. Our corporate attorneys work side by side with our patent attorneys to form the premier hybrid of corporate and technology law. The synergy of that combination produces corporate advice enriched by our deep understanding of intellectual property strategy. Fish & Richardson formed its Venture and Technology Group to focus on the needs, goals, challenges, and promising futures of start-up and emerging companies.

Our Corporate and Securities section offers clients an outstanding value: we believe in lean staffing with a view toward watching our clients' bottom lines. We have outstanding technical expertise and have access to the leading patent and technology law practice in the country. Fish & Richardson's corporate and securities services complement the firm's traditional intellectual property and technology law practice.

Securities offerings

Fish & Richardson's corporate and securities lawyers have extensive experience in conducting public offerings of both debt and equity securities, including several IPOs. The firm has done numerous private placement offerings of debt and equity securities for both public and private companies. We are also counsel to corporations on '34 Act reporting matters. Select representative securities clients and transactions include

• MCF Corp. ('34 Act)
• LeCroy Corporation (IPO; '34 Act work; recent issuance of $72 million of 4% Senior Convertible Notes offering and subsequent registration of those Notes for resale)
• Signal Technology Corporation (former client of F&R, handled '34 Act work, merged into another public company in 2003)

Mergers and acquisitions

Fish & Richardson's corporate and securities lawyers have completed mergers and acquisitions valued in the billions of dollars. Select merger and acquisition deals include

• Representation of Right Media in an acquisition by Yahoo! Inc. (transaction value $850M)
• Representation of Signal Technology Corporation (NASDAQ) in a merger following a tender offer by Crane Company (NYSE) (transaction value $160M)
• Representation of National Instruments, Inc. (NASDAQ) in an acquisition of Measurement Computing Corporation and Software Technology in an asset purchase (transaction value confidential)
• Representation of Punch Software in cash acquisition of CadSoft Solutions, Inc (transaction value confidential)
• Representation of Marketing & Planning Systems in an acquisition by WPP Group PLC (NYSE), in a stock sale of an undisclosed but substantial consideration
• Representation of LeCroy Corporation (NASDAQ) in its acquisition of Computer Access Technology Corporation  (NASDAQ), in a merger valued at approximately $130 million in cash
• Representation of LeCroy Corporation (NASDAQ) in its acquisition of Catalyst Enterprises, Inc., in a merger valued at approximately $35 million in cash

Venture capital financings

Fish & Richardson's corporate and securities lawyers have completed venture capital financings backed by some of the country's largest venture capital firms. We have a strong track record in structuring and negotiating venture capital financings. Fish & Richardson has a reputation among the venture capital community for providing the very best intellectual property advice, and our corporate lawyers have a well-grounded network of venture capital connections. We find that our clients appreciate our ability to connect them with sources of funding or with other technology clients with whom they can partner. Select deals include financings for

• Creation and financing of New Home Technologies, Inc., which was funded by major industry players in the new home and new home amenities industry.
• Sale of TomorrowNow, Inc. to SAP America; quick time to closing (approximately three weeks in total).
• Sale of Interliant, Inc. to Sage Networks.
• Negotiation of outsourcing agreement for Texas Department of Information Resources under which TX-DIR outsourced all e-mail and messaging services for State of Texas employees to IBM.
• Represented Homeportfolio in its four rounds of venture capital financing led by Oak Investments.
• Represented Greylock and Kodiak Venture Partners in connection with its Series B investment in Vettro Corporation.
• Bain Capital raised its initial $100 million (+/-) and counsel for Chemical Ventures, which is now JPMorgan Chase when it was organized.
• Serving as sole United States counsel (and also as Chief Business Officer of) to VaxGen, which was conducting late stage clinical trials of its HIV vaccine, we raised $95 million from Korean sources to construct a state of the art manufacturing facility in Korea. With the assistance of Korean counsel, we simultaneously negotiated land grants and tax concessions from the Korean national government, infrastructure grants from the Incheon regional government, and accelerated licensure review from the FDA. We also simultaneously renegotiated the terms of VaxGen's license from Genentech to the core IP covering its vaccine to permit production at this to-be-constructed Korean facility. To help get this done on time, repeated trips were made to Korea and Washington D.C. in less than a year. Although the vaccine was ultimately not successful, the facility that Fish financed ("Celltrion") is the largest cell culture manufacturing facility in Asia.
• Negotiated for a Japanese client, Seikagaku Kogyo Corporation, for the acquisition of a privately held reagents company based in Massachusetts, merged the Massachusetts parent into a Maryland-based subsidiary of the Japanese entity, and then assisted the Japanese parent in a strategy involving the spin-off of its worldwide reagents business from its pharmaceutical business.
• Represented Ekahau Inc. (Saratoga, CA and Helsinki, Finland) in securing $16 million in financing for its worldwide expansion efforts: $12 million in Series B equity funding and $4 million in venture loans and government funding. Investors included our clients Nexit Ventures and 3M. Ekahau provides wireless enterprise solutions across multiple industry segments to improve enterprise asset utilization, process workflows and employee safety and security. Additional investors included Finnish Industry Investment Ltd., Sampo Group, the Finnish Funding Agency for Technology and Innovation (TEKES) and a group of individual investors.

Licensing

We have broad experience with licensing agreements, particularly licensing of intellectual property and other intangible assets. We have drafted and negotiated agreements involving rights in patents, copyrights, trademarks, and trade secrets. Working closely with Fish & Richardson's intellectual property attorneys, our corporate attorneys are able to bring to each licensing transaction a comprehensive knowledge of the technology and the true value of the rights involved.

Our licensing experience includes development agreements, including joint venture, collaborative research, clinical trial, and funded-research agreements. We have also drafted and negotiated technology transfer, confidentiality, and consulting contracts.

Our licensing experience is international in scope. We have established worldwide licensing programs and technology arrangements and have coordinated multicountry due diligence investigations.

General corporate counseling

Our Corporate and Securities Section is experienced in drafting and advising businesses on virtually every type of business agreement. We have experience with partnership agreements; employment agreements, and stock option plans and agreements; strategic collaborations and joint ventures, and advice on tax issues, as well as employment and executive compensation matters.

IP Due Diligence

Because our corporate lawyers work closely with our intellectual property lawyers, we have particular expertise in intellectual property due diligence in connection with acquisitions. We understand that the value of a company may be greatly enhanced or in fact determined by the value of the company's intellectual property and that the strength of a company's intellectual property protection is best evaluated by attorneys who are experts in intellectual property.

Venture and Technology Group

The Venture and Technology Group provides young companies in a broad array of sectors the early legal guidance and strategy they need for building a foundation for future success. The group consists of experienced business- and technology-savvy attorneys who are uniquely qualified to address the legal needs that young companies face as they grow from start-ups to established companies.

Because the Venture and Technology Group is embedded in the nation's leading intellectual property practice, our corporate attorneys work side by side with the best, most experienced patent attorneys in the country to form the premier hybrid of corporate and technology law. This enables us to provide on-target advice and strategy.

Our integrated approach keeps us focused, nimble, and responsive. That's the difference - each team member contributes his or her expertise and energy so the client gets the best advice and results.

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