Jay Ponazecki is a partner of Morrison & Foerster’s Tokyo Office and a member of the firm’s Corporate Finance and Intellectual Property Groups. She has over 15 years of international transactional experience and her practice focuses on the representation of high-technology companies in a broad range of cross-border business transactions, including tender offers, mergers and acquisitions, joint ventures and strategic alliances, inbound and outbound licensing agreements, joint research and development collaborations, manufacturing, supply and distribution agreements and financings. Ms. Ponazecki oversees the firm’s Life Sciences and Privacy Practice Groups in Asia. She also assists clients with the adoption of global corporate compliance, trade secret, privacy and data protection policies. Examples of recent matters on which Ms. Ponazecki has advised include the following:

Mergers and Acquisitions

• Representing Thomson S.A. in its $110,000,000 cross-border acquisition of Canopus Co., Ltd., a Japanese publicly-traded company, through a private acquisition of the company’s shares from its founder and his immediate family for cash and stock, and a cash public tender offer for the remaining shares.
• Representing Nissin Food Products in its proposed acquisition, together with First Pacific Company Limited, of a 60% interest in Indofood (one of Indonesia’s five largest companies) for $570,000,000.
• Representing Nissin Food Products in its proposed acquisition of a majority interest in a noodle manufacturing company with extensive distribution channels in China.
• Representing Shidax USA Limited in its $45,000,000 acquisition of a majority interest in Bon Appetit, a California-based provider of food services to corporations and universities, as well as its subsequent sale of such interest to Compass Group, a large British catering firm, for $155,800,000.
• Representing a Tokyo Stock Exchange listed company in its bid to acquire a majority interest in a North Carolina-based biotech manufacturing company.
• Representing a Tokyo Stock Exchange listed company in its bid to acquire a majority interest in subsidiaries of The Siam Pulp and Paper Company Limited for approximately $250,000,000.
• Representing Indonesia Petroleum, Ltd., in its $250,000,000 acquisition of a working interest in an oil exploration project in the Kazakhstan sector of the North Caspian Sea.

Joint Ventures and Strategic Alliances

• Representing Fujitsu Limited in the formation with Advanced Micro Devices, Inc. of FASL LLC, a $3,000,000,000 company that combines Fujitsu’s and AMD’s worldwide flash-memory businesses.
• Representing Fujitsu Limited in the formation of a global alliance with NCR Corporation to design, develop and manufacture next generation ATMs and cash dispensers.
• Representing Fujitsu Limited in its joint venture with Microsoft and WebTV to establish an online Internet network in Japan accessible via television set-top boxes.
• Representing GSI Holdings in its strategic investment in Pyrograf Products, a manufacturer of vapor-grown carbon fibers.
• Representing Gunze Sangyo, Inc., in its equity investment in and distribution relationship with Nano Graphite Materials, Inc., a developer and manufacturer of vapor-grown carbon fiber composites known as “Pyrograf I.”
• Representing ITOCHU Corporation in the restructuring of its joint venture with Excite@Home for the provision of Internet search and navigation services in Japan and its acquisition of ownership in Japan of related Excite technology and trademarks.
• Representing Nippon Paper Industries Co., Ltd., in its minority investment in a Shanghai-based paper board manufacturing company and its provision of technical assistance to such company.
• Representing Razorfish in its joint venture with Sony to provide digital consulting services in Japan.
• Representing Sankyo Co., Ltd., in its strategic alliance with Metabasis Therapeutics, Inc. to develop new diabetes drugs, including Sankyo’s acquisition of a minority interest in Metabasis.
• Representing SOFTBANK Finance Corporation in its joint venture with Cognotec Limited for the provision of foreign exchange trading services in Japan.
• Representing SOFTBANK Media & Marketing in its joint venture with WebMD/Healtheon to offer online medical advice.

Licensing, Collaboration and Other Technology Transactions

• Representing helloNetwork in the licensing of its Java-based, video streaming technology.
• Representing Kaken Pharmaceutical in a wide range of its licensing, collaboration and joint development agreements with American and European pharmaceutical companies, including in its agreement relating to the marketing of a gout drug in Japan, its athrotec licensing agreement and its consulting services agreement relating to marketing authorizations in the European Union and the United States.
• Representing Kawasumi Laboratories in its prostate brachytherapy development and supply agreement with RadioMed and its disposable medical products supply and distribution agreement with Medisystems.
• Representing Kirin Brewery in a wide range of its licensing, collaboration and joint development agreements with American pharmaceutical companies and universities, including in its development and marketing agreement relating to an anti-cancer vaccine, its clinical research agreements and its distribution agreement concerning the distribution of a pharmaceutical product in Asia for use as a preparative regimen for blood and marrow transplantation.
• Representing Kowa in its license agreement relating to the manufacture and sale of pyridoximine in Japan, Taiwan, Korea and China.
• Representing Nikon Corporation in its technology relationships with Kodak for the development of a new digital camera.

Financings

• Representing Yahoo! Japan in its mezzanine loan to a Cayman SPC formed by Softbank in connection with the securitization of a portfolio of ADSL modems and modem rental agreements.
• Representing a major Japanese computer manufacturer, as borrower, in connection with a $550,000,000 global multicurrency revolving credit facility from a syndicate of 15 banks.

Publications and Presentations

• “16 Days to Go: The New Japanese Protection of Personal Information Law” seminar sponsored by Morrison & Foerster, London, March 2005.
• “The Personal Information Protection Law of Japan: An Overview” workshop presented by Temple University’s Continuing Legal Education Program, Tokyo Campus, November 2004.
• “International M&A: Basic Anatomy and Prognosis for Foreign Investment in Japan” lecture at Kinki University, Osaka, August 2004.
• “The New U.S. Can-Spam Act: It Can Affect You and Your Business,” presentation at the “Privacy Seminar - The Protection of Personal Information: Strategies for Managing Risk Under U.S., EU and Japanese Privacy Laws” seminar sponsored by Morrison & Foerster, Tokyo, April 2004.
• “Drafting Effective Arbitration Clauses: Key Issues to Consider.” presentation at the “Alternative Dispute Resolution” seminar sponsored by Morrison & Foerster, Guam and Tokyo, February 2004.
• “The International Transactional Prospective,” presentation at the “Intellectual Property Protection in Japan: What You Do Not Know Can Hurt You” panel discussion presented by the Kansai Chapter of the American Chamber of Commerce in Japan, February 2004.
• “Licensing, Collaboration and Other Technology Agreements: Seizing Opportunities for Success and Avoiding Common Pitfalls,” presentation at the “International Collaborations in the Biotechnology Century: How to Protect Intellectual Property Rights and Maximize Value” seminar sponsored by Morrison & Foerster, Tokyo, June 2003.
• The Intellectual Property 2002 Global Counsel Handbook, chapter on Japanese trademark, domain name and other intellectual property laws and practices, co-author, February 2002.
• “Strategies for Negotiating Letters of Intent,” lecture at Temple University School of Law, Tokyo Campus, April 2000.

Ms. Ponazecki studied Japanese intensively while an American Field Service exchange student to Japan and received her B.A. degree, Phi Beta Kappa and magna cum laude, from Barnard College in 1984 and her J.D. degree from New York University School of Law in 1987. She was seconded to one of Japan’s leading law firms from December 1991 to August 1993. Ms. Ponazecki is currently serving a second term as a member of the Board of Governors and the Chair of the Privacy Task Force of the American Chamber of Commerce in Japan. She is also serving her fifth term as President of the Foreign Women Lawyers’ Association.

Ms. Ponazecki is admitted to practice in New York and is a Gaikokuho Jimu Bengoshi and a member of the Dai-ni Tokyo Bar Association.