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16th Annual General Counsel Roundtable and All Day MCLE

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Steve Rowles, Eric Acker, John Lanham, Kathiana Aurelien, Niles Pierson, Jim Krenn, Brian Hazen, Austin Marsh, and Andrew Serwin all participated in the 16th Annual General Counsel Roundtable and All Day MCLE for the Association of Corporate Counsel (ACC) San Diego Chapter.

Steve Rowles, Eric Acker, John Lanham, Kathiana Aurelien, Niles Pierson, Jim Krenn, Brian Hazen, and Austin Marsh all participated in the 16th Annual General Counsel Roundtable and All Day MCLE for the Association of Corporate Counsel (ACC) San Diego Chapter.Agenda8:00 - 9:00 am Breakfast Program Substance Impairment in the Legal Profession - Tom Horvath, Practical Recovery9:15 - 10:15 am Recent Developments in Patent Law - Eric Acker & John Lanham, Morrison & Foerster11:45 am - 1:00 pm Lunch Program Elimination of Bias in the Legal Profession and Society - Niles Pierson & Kathiana Aurelien, Morrison & Foerster1:15 - 2:15 pm AI/Robotics - Brian Hazen, James Krenn, & Austin Marsh, Morrison & Foerster2:30 - 3:30 pm California's New Rules of Professional Conduct - Steven Rowles, Morrison & Foerster3:45 - 4:45 pm Ethics and EDiscovery - Chuck Kellner & Katie Cyboron, Special Counsel<hr>

Association of Corporate Counsel (ACC) – San Diego Chapter

16th Annual General Counsel Roundtable and All Day MCLE

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Eric has tried more than 50 trials (including more than 47 jury trials) in courtrooms across the country and was inducted into the American College of Trial Lawyers in 2018. His cases have involved a wide variety of technologies - including software, drug compositions, antibodies, medical devices, ultra-short pulse lasers, camera-based object recognition systems and atomic force microscopes – and significant stakes for clients.For instance, in the high-profile SCO v. Novell case, following a three-week trial, the jury affirmed our client Novell’s ownership of the copyrights to the UNIX software code and rejected SCO’s claim for damages of $100 to $200 million. Eric received a California Lawyer Attorney of the Year (CLAY) Award for his defense of Novell. In the Chugai v. Alexion case involving recycling antibody technology, he helped secure a $775 million settlement for Chugai hours before jury selection and opening statements. He has recently tried intellectual property cases in district courts in seven different states.Eric was named the Best Lawyers in America San Diego Litigation Patent Lawyer of the Year in 2014 and San Diego Litigation - Intellectual Property Lawyer of the Year in 2018 and was named a “California Local Litigation Star” in the 2015-2018 and 2022 and 2023 issues of Benchmark Litigation.Prior to joining Morrison Foerster, Eric spent 10 years as a federal prosecutor in the U.S. Attorney’s Offices for the District of Columbia and the Southern District of California.

Eric M. Acker

Partner

Jim has extensive experience representing private and public companies and investors in significant business transactions from formation through liquidity. His practice focuses on mergers and acquisitions, venture capital financings, and emerging company counseling. His clients span a broad range of industries, including biopharmaceutical, artificial intelligence, medical device, e-commerce, cybersecurity, software, Internet, social media, semiconductor, unmanned vehicles, AgTech, consumer products, finance, Cleantech, and energy.Jim advises clients on private and public acquisitions on both the buy-side and sell-side across numerous transaction structures, including equity purchases, asset purchases, mergers, acquisitions and divestitures with transaction values of divisions and subsidiaries, cross-border transactions, and auctions. He has represented buyers and sellers in acquisitions and divestitures ranging from the low millions to over $1 billion.Jim counsels emerging and established life sciences and technology companies in equity financings and general corporate matters, and angel, corporate, and venture capital investors in investments in such companies. He has represented clients in over $2 billion in equity and debt financings ranging from seed rounds to $100 million-plus later-stage rounds.In addition, Jim represents public companies in public offerings, other capital markets transactions, and SEC reporting and compliance matters, and advises boards of directors on corporate governance issues.Jim serves on the Board of Directors of the San Diego Entrepreneurs Exchange.<h4>Rankings</h4><ul><li>California: Recognized as Best of the Bar – San Diego Business Journal 2015</li></ul><h4>Mergers + Acquisitions</h4><ul><li>ACEA Biosciences. Represented this medical instruments company in its sale to Agilent Technologies (NYSE: A) for $250 million.</li></ul><ul><li>Adicet Bio. Represented this biopharmaceutical company focused on the development of novel off-the-shelf universal immune cell therapies in its merger with a wholly-owned subsidiary of resTORbio (NASDAQ: TORC) to create a combined publicly-traded biotechnology company.</li><li>Alaska Energy & Resources Company. Represented this parent company of a regulated electric utility in Alaska in its $170 million sale to Avista (NYSE: AVA).</li><li>Astute Medical. Represented this medical diagnostic company focused on high-risk medical conditions and diseases in its $90 million sale to bioMérieux (EPA: BIM).</li><li>B. Riley Financial (NASDAQ: RILY). Represented this diversified financial services company in its $53 million private placement and merger with investment banking firm B. Riley & Co.</li><li>Biotix. Represented this private equity-backed developer and manufacturer of laboratory consumables and liquid handling solutions in its sale to Mettler-Toledo (NYSE: MTD) for an undisclosed sum.</li><li>California Cryobank. Represented this private equity-backed leader in reproductive tissue donor services and stem cell banking in multiple acquisitions.</li><li>Clean Energy Fuels (NASDAQ: CLNE). Represented this provider of natural gas as an alternative fuel for vehicle fleets in its sale for up to $180 million of components of its renewable natural gas business to BP (NYSE: BP).</li><li>Cogent (NASDAQ: COGT). Represented this biometric identification solutions provider in its $943 million sale to 3M (NYSE: MMM).</li><li>Deere & Company (NYSE: DE). Represented this agricultural, construction, and forestry machinery corporation in its announced acquisition of the precision planting unit of Monsanto (NYSE: MON) for an undisclosed sum.</li><li>Dosatron International. Advised a leading technology solutions provider of water powered dosing pumps and systems in North America, as well as its related company Dilution Solutions, in connection with their sale to Ingersoll Rand (NYSE:IR).</li><li>Mentor (NYSE: MNT). Represented this leading supplier of medical products for the global aesthetic market in its $1.12 billion sale to Johnson & Johnson (NYSE: JNJ).</li><li>Mitchell International. Represented thisdeveloper of smart technology solutions that simplify and accelerate claims handling, repair processes, and pharmacy transactions in its acquisition of Cogent Works for an undisclosed sum.</li><li>MyChem. Represented this provider of proprietary, ultra-pure nucleotides in its sale to Maravai (NASDAQ: MRVI) for $240 million at closing with the potential for additional contingent consideration based on achievement of certain conditions after closing.</li><li>Protomer Technologies. Represented this biotechnology company in its sale to Eli Lilly and Company (NYSE: LLY) with a potential value of over $1 billion with successful achievement of future development and commercial milestones.</li><li>Rakuten Medical. Represented this biotechnology company developing a new class of precision targeted oncologic drugs in its acquisition of Medlight SA for an undisclosed sum and its acquisition of key assets and manufacturing technology from Li-Cor Biosciences for an undisclosed sum.</li><li>Safebuilt Insurance Services. Represented this managing general agent that utilizes a proprietary, intelligent distribution channel to provide the full continuum of insurance products in its sale to Integrated Specialty Coverages for an undisclosed sum.</li><li>Sequlite Genomics. Represented this next generation sequencing company in its cross-border sale to an affiliate of Fapon Biotech Inc., a leading reagent supplier based in China, for an undisclosed sum.</li></ul><ul><li>Wavestream. Represented this provider of high-power solid-state amplifiers in its $137 million sale to Spacenet, a subsidiary of Gilat Satellite Networks (NASDAQ: GILT).</li></ul><h4>Venture Financings</h4><ul><li>Western Digital Capital. Represented this entityas an investor in multiple equity financings, including investments in Hightail and Upthere.</li></ul><ul><li>9amHealth. Represented this provider of virtual diabetes care in its $4 million Series Seed financing and $16 million Series A financing.</li></ul><ul><li>ACEA Biosciences. Represented this developer of cell analysis instrumentation technologies in its $30 million Series E Preferred Stock financing.</li><li>Adicet Bio. Represented this biopharmaceutical company focused on the development of novel off-the-shelf universal immune cell therapies in its Series A financing of up to $51 million, and $80 million Series B financing.</li><li>Astute Medical. Represented this medical diagnostic company focused on high-risk medical conditions and diseases in over $200 million of equity and debt financings.</li><li>California Cryobank. Represented this private equity-backed leader in reproductive tissue donor services and stem cell banking in multiple equity and debt financings.</li><li>Carlsmed. Represented this developer of personalized surgical plans and devices in its $10 million Series A financing and $30 million Series B financing.</li><li>Forward Ventures. Represented this entity as an investor in multiple equity financings, convertible debt financings, and M&A transactions, including transactions involving HemaQuest Pharmaceuticals, LigoCyte Pharmaceuticals, Ambit Biosciences, and Syndax Pharmaceuticals.</li><li>Foxen. Represented this provider of financial technology solutions for the real estate industry in its $44 million Series A financing.</li><li>Greenoaks Capital Partners. Represented this entity and its affiliates as investors in over $100 million in equity financings, debt financings, and secondary transactions, including Coupang and several other prominent e-commerce companies.</li><li>Oak Investment Partners. Represented this entity as an investor in multiple equity financings, including MobiTV and Brit Media.</li><li>OrbiMed. Represented this entity as an investor in multiple equity financings.</li><li>Petuum. Represented this artificial intelligence and machine learning software infrastructure provider in its $93 million Series B financing.</li><li>Rakuten Medical. Represented this biotechnology company developing a new class of precision targeted oncologic drugs in over $700 million of debt and equity financings.</li><li>RA Capital. Represented this entity as an investor in multiple equity financings.</li><li>Solarflare Communications. Represented this provider of application-intelligent networking I/O software and hardware platforms in over $200 million of equity and debt financings.</li><li>VoloAgri. Represented this agriculture technology company focused on seed genetics in over $150 million of equity financings.</li></ul>

Jim Krenn

John Lanham is a partner in the firm’s Intellectual Property Group. John focuses his practice on intellectual property litigation and commercial litigation. John brings his broad-based business litigation experience to bear on his clients’ most challenging disputes.John has worked in both the San Diego and Denver offices of Morrison Foerster. He has represented clients in the pharmaceutical, financial, communications, information technology, natural resources, and healthcare industries. John regularly assists clients with all phases of litigation, including development of case strategy, dispositive motions, claim construction, fact discovery, expert discovery, trial preparation, alternative dispute resolution, and taking and defending the depositions of both fact and expert witnesses.John frequently works with scientific and economic experts to develop accurate and persuasive case theories for his clients. He also maintains an active pro bono practice focused on children’s rights and constitutional issues. John is currently the President of the San Diego Intellectual Property Law Association.John received his J.D. cum laude from Northwestern University School of Law. While at Northwestern, John served as a judicial extern for the Honorable Joan Humphrey Lefkow of the United States District Court for the Northern District of Illinois and as an associate editor of the Northwestern University Law Review. John received his B.A. magna cum laude with distinction from The Colorado College. At Colorado College, John was inducted into Phi Beta Kappa and received the Clyde Agustus Duniway history prize and the Robert J. Cosgrove Research Fellowship.

John R. Lanham

Steve Rowles is Chair of the firm’s San Diego Corporate Group. He has practiced in San Diego for over 25 years and has a wealth of experience as corporate counsel to public and private companies, and the venture capital and private equity funds that invest in those companies.He counsels companies at all stages in their life cycles. He distinguishes himself by achieving successful outcomes for clients utilizing best in class negotiating skills and creative and strategic thinking. He has been instrumental in starting, building and exiting numerous emerging growth companies in a broad range of industries including biotech, medical devices, digital health, diagnostics, healthcare services, clean technology and renewable energy, cybersecurity, fintech, agtech, software, 5G, semiconductors, telecommunications, e-commerce, new media and social networking.Steve has served as lead counsel on myriad mergers and acquisitions and securities transactions, including public offerings aggregating in excess of $2 billion in proceeds and over 100 acquisition transactions.Steve serves as general counsel and handles ’34 Act compliance, public securities offerings, and corporate governance counseling for a substantial number of public companies.Steve is adept at handling venture capital financings for both companies and investors. His expertise in partnership and limited liability company matters has given him substantial experience in fund formation, joint ventures, and other strategic partnering transactions.Steve was a member of Phi Beta Kappa at Northwestern University and was elected to the Order of the Coif at Boalt Hall School of Law.Steve is active on behalf of Children’s Hospital and serves on the Board of Directors for both EvoNexus San Diego and the Jacobs Cushman San Diego Food Bank. Steve is an avid golfer, a voracious reader, and a family man.<h4>Representative Transactions</h4><h5>M&A</h5><ul><li>Represented ACEA Biosciences, Inc. in its $250 million acquisition by Agilent Technologies Inc. (NYSE: A)</li><li>Represented Acon Laboratories in its two complex cross-border acquisitions by Inverness Medical Innovations, Inc. totaling $375 million</li><li>Represented Adicet Bio, a biopharmaceutical company focused on the development of novel off-the-shelf universal immune cell therapies, in its announced merger with a wholly-owned subsidiary of resTORbio (NASDAQ: TORC) to create a combined publicly-traded biotechnology company</li><li>Represented Alaska Energy & Resources Company in its $170 million acquisition by Avista Corp. (NYSE: AVA)</li><li>Represented Astute Medical, a medical diagnostic company focused on high-risk medical conditions and diseases, in its $90 million sale to bioMérieux (EPA: BIM)</li><li>Represented Biotix, a private equity-backed developer and manufacturer of laboratory consumables and liquid handling solutions, in its sale to Mettler-Toledo (NYSE: MTD) for an undisclosed sum</li><li>Represented Biotix in its cross-border sale of PML Microbiologics to bioMérieux (EPA: BIM) for $30,000,000</li><li>Represented Clean Energy Fuels (NASDAQ: CLNE) in its sale of BAF Technologies, Inc. to Westport Innovations Inc. for $30 million</li><li>Represented Clean-Energy Fuels (NASDAQ: CLNE), a leading provider of natural gas fuel for transportation in North America, in the $155 million sale of its renewable gas business to BP p.l.c, a British multinational oil and gas company.</li><li>Represented Clean Energy Fuels (NASDAQ: CLNE), this provider of natural gas as an alternative fuel for vehicle fleets, in its sale for up to $180 million of components of its renewable natural gas business to BP (NYSE: BP</li><li>Represented Cogent, Inc. (NASDAQ: COGT) in its $943 million acquisition by 3M Company</li><li>Represented Compex Legal Services, Inc., one of the largest litigation and discovery support services firms in the nation, in its sale to Windjammer Capital, LP for cash and an earnout totaling approximately $230 million</li><li>Represented Deere & Company (NYSE: DE) in its acquisition of Precision Planting and certain South American operations for $190,000,000 from Monsanto (NYSE: MON and a contemporaneous multi-year precision ag collaboration with Monsanto and the Climate Corporation as well as in related divestiture transactions</li><li>Represented Deere & Company (NYSE: DE) in its acquisition of T-Systems for an undisclosed sum</li><li>Represented Live Nation, Inc. in its $354 million acquisition of the House of Blues</li><li>Represented MedfusionRx and certain affiliated entities in their sale to SXC Health Solutions for $100,000,000 plus undisclosed earnout payments</li><li>Represented Mentor Corporation in its $1.12 billion merger with Johnson & Johnson</li><li>Represented MTY Food Group Inc. in its successful tender offer for the shares of Papa Murphy’s Holdings, Inc. (NASDAQ: FRSH) in a transaction valued at $190 million</li><li>Represented Paladin Technologies Inc. in its merger with TekWorks Inc.</li><li>Advised Scoperta, an innovative solution provider in advanced materials development, in its acquisition by Oerlikon Group, one of the world's leading high-tech industrial groups.</li></ul><h5>Venture Capital</h5><ul><li>Represented ACEA Biosciences Inc., a developer of cell analysis instrumentation technologies, in a $30 million Series E Preferred Stock financing</li><li>Represented ACEA Therapeutics, Inc., a pharmaceutical company developing small molecule candidates for lung cancer and other indications, in its $20 million convertible note financing</li><li>Represented Adicet Bio in its $51,000,000 Series A Preferred Stock financing with OrbiMed, Novartis, and Pontifax and its $80,000,000 Series B Preferred Stock financing with Regeneron, Johnson & Johnson Innovation, KB Investment, Samsung Venture Investment, and prior investors</li><li>Represented Astute Medical, a medical diagnostic company focused on high-risk medical conditions and diseases in over $200 million of equity and debt financings</li><li>Represented Biotix in a restructuring of its $80,000,000 Series A Preferred Stock financing and its $6,000,000 Series B Preferred Stock financing with Ferrer Freeman and Grotech Ventures</li><li>Represented Cellics Therapeutics, Inc., developer of nanosponges with nanoparticle cores coated with red or white blood cell membranes which can be used to absorb a wide range of toxins, in preferred stock financings exceeding $30 million</li><li>Represented Cello Therapeutics, Inc., which uses nanosponge technology as a delivery mechanism for cancer therapeutics, in its $4.2 million Series A-2 financing, bringing its total Series A funds raised to $8 million</li><li>Represented ColorTokens, Inc., a leading cybersecurity company, in its $30 million convertible note financing and preferred stock financings exceeding $100 million</li><li>Represented Clean Energy Fuels Corp. (NASDAQ: CLNE) in over $100 million in investments in NG Advantage LLC</li><li>Represented Curology, Inc., a leading telemedicine provider of dermatology services and prescriptions, in over $60 million of preferred stock financings</li><li>Represented Curology, Inc. in its $30 million Series D preferred stock financing led by Institutional Venture Partners and Anthos Partners. We also represented Curology in a concurrent $11o million private tender offer in which IVP, Anthos, ACME Ventures and TriplePoint Capital purchased shares of common and preferred stock from existing shareholders</li><li>Represented Enterprise Partners in a $7,000,000 Series A-1 Preferred Stock financing by Enviance</li><li>Represented Eolas Therapeutics Inc., a start-up life sciences company in connection with a milestone based licensing transaction with AstraZeneca Inc. with upfront and contingent proceeds potentially in excess of $140 million</li><li>Represented Coupang LLC, a leading e-commerce company in Korea, in three preferred unit financings aggregating $500 million</li><li>Represented Geneos Therapeutics, Inc., a leader in the field of personalized cancer immunotherapy, in $22 million preferred stock financings</li><li>Represented Greenoaks Capital Partners, this entity and its affiliates as investors in over $100 million in equity financings, debt financings, and secondary transactions, including Coupang and several other prominent e-commerce companies</li><li>Represented Ignyta in its $500,000 Series A Preferred Stock financing and its $5,500,000 Series B Preferred Stock financing with City Hill Ventures</li><li>Represented Inertia Systems, Inc., a fast-growing provider of construction management, SAAS software solutions, in its $3.5 million convertible note financing led by Signia Ventures, as well as a $2.5 million extension of such note financing, for an aggregate of approximately $6 million in proceeds</li><li>Represented Netly, LLC, developer of last mile fiber optic networks, in its debt and equity financing led by Ubiquity Partners LLC, with an initial closing of $40 million with an aggregate maximum raise of $250 million</li><li>Represented Obsidian Sensors, Inc., a thermal imaging and sensor company, in its $25 million Series A financings</li><li>Represented The Pill Club Holdings, Inc., a digital health provider of birth control pills, in over $60 million of preferred stock financings</li><li>Represented Rakuten Medical, this biotechnology company developing a new class of precision targeted oncologic drugs, in over $470 million of equity financings</li><li>Represented VoloAgri Group, an agriculture technology company known for seed genetics, in over $150 million of preferred stock financings</li><li>Represented Xilio Therapeutics, Inc., an immunology company, it is $30 million Series A financing</li><li>Represented a lead investor in a $50 million Series D financing in Retrotope, Inc., a developer of a medical platform to treat degenerative diseases</li></ul><h5>Capital Markets</h5><ul><li>Represented Banc of America Securities, Lehman, Thomas Weisel Partners, and William Blair as underwriters in a $82,000,000 initial public offering by Nuvasive</li><li>Represented Cardium Therapeutics in its $20,000,000 PIPE financing and $10,000,000 credit facility</li><li>Represented Clean Energy Fuels (NASDAQ: CLNE) in its $110 million at-the-market offering</li><li>Represented Clean Energy Fuels (NASDAQ: CLNE) in a 144A offering of Convertible Senior Notes in the aggregate principal amount of $250 million</li><li>Represented Clean Energy Fuels (NASDAQ: CLNE) in debt financing transactions with proceeds in excess of $500 million</li><li>Represented Digirad in its $66,000,000 initial public offering with Merrill Lynch, JP Morgan, Banc of America Securities, and William Blair as underwriters</li><li>Represented Fulgent Genetics, Inc. (NASDAQ: FLGT) in its $43.5 million initial public offering</li><li>Represented Harrow Health, Inc. (NASDAQ: HROW) in its $14 million initial underwritten public offering</li><li>Represented Ignyta in its going-public transaction through a reverse merger with a public company and its contemporaneous $47,000,000 PIPE financing with Landenburg Thalman as placement agent and its subsequent $7,000,000 PIPE financing with National Securities Corporation as placement agent</li><li>Represented Inovio Pharmaceuticals, Inc. in a $30 million registered direct offering</li><li>Represented OncoSec Medical Incorporated (NASDAQ: ONCS) in a registered direct offerings aggregating in excess $80 million</li><li>Represented RxElite in its $30,000,000 PIPE financing</li><li>Represented Santarus in its $62,000,000 initial public offering with Cowen, UBS, Thomas Weisel Partners, and RBC Capital Markets as underwriters</li></ul>

Steve Rowles

Emerging Companies + Venture Capital

Patent Litigation

Employment + Labor

Privacy + Data Security

Global Ethics + Compliance

16th Annual General Counsel Roundtable and All Day MCLE - 571750231

16th Annual General Counsel Roundtable and All Day MCLE

18 Jan 2019 11:00 AM - 8:00 PM PST