Chief legal officer for late clinical stage biotech company focused on oncology and infectious diseases, with a commercial medical device division focused on women’s sexual health. Oversight of $4.0+mm Legal Dept budget, four-person internal legal team and compliance group. Responsible for all legal, securities law, corporate governance, contract, compliance, IP management, transactional, litigation and HR matters, and coordination with Board of Directors.

Legal leadership role at S&P 500 biopharmaceutical company with global cross-functional responsibilities and expertise; counsel to CEO and CFO and key business groups - Business Development, Global Product Strategy, Investor Relations, Corporate Communications, Compliance, Finance, Treasury, Tax, Human Resources and Alliance Management; oversight of securities and corporate governance matters, contract management, and legal technology / efficiency management platforms

Joined in September 2010. Promoted in March 2014.Legal leadership role for a $2.6 billion public biotech/specialty pharma company focused on men's health, urology and orthopedics, counseling on and executing strategies which helped grow the company from 2 to 12 products, triple net revenue and achieve first-time profitability. Core focus on securities law, corporate finance, M&A (including in- and out-licensing), transactions, investor relations, corporate governance, HR, employment law, real estate, and compliance matters and Board and Board committees support. Key achievements include:• $2.6 bb merger of Auxilium with and into Endo International, announced in October 2014, at a 55% premium, and closed in January 2015• $350 mm “inversion” merger with QLT, Inc., a Canadian biotech, announced in June 2014, designed to achieve a lower effective tax rate, create platform for future M&A and expand orphan program (since terminated in favor of Endo merger)• $585 mm acquisition of Actient Pharmaceuticals in April 2013, increasing product portfolio from 2 to 11 at that time, with immediate accretion to earnings and expanding therapeutic areas (incl. creation of multi-product men’s health franchise)• Raising $675 million in bank debt and convertible notes• Expanding ED franchise by in-licensing rights to STENDRA, an approved but un-launched ED oral drug, in October 2013 and providing legal support to Q4 2013 launch• Negotiating two international out-licensing and development transactions for XIAFLEX for Dupuytren’s contracture and Peyronie’s disease expanding market penetration to over 75 countries, and providing legal support for joint relationship management • Supervising all securities reporting and compliance, including preparation and management of 10-K, 10-Q and 8-K processes, securities offerings, re-sales of restricted securities,equity/executive compensation plans, proxy statements and conducting stockholder meetings and outreach

Legal management position at a $1.3 billion global manufacturer of pharmaceutical packaging and delivery devices with accountability for a broad range of legal functions, incl. acquisitions, securities regulation, global compliance, corporate governance and board matters, and treasury and tax support. Accomplishments include:• Successfully completed six acquisitions/divestitures in Europe, China and Middle East in a 12-month period to help implement global business development vision, expand West’s customer base and improve cost-efficiency• Oversaw all securities law filings, incl. proxy, 10-K, 10-Q, 8-K, and NYSE filings• Negotiated a $225 mm refinancing of international revolving credit facility in tight credit markets• Created buy-in from business stakeholders on worldwide compliance program by founding and chairing four regional cross-function committees acting as communications channels for compliance initiatives and operations feedback• Modernized global anti-corruption and anti-bribery program in line with best practices, protecting West in high-risk and high-profile emerging markets• Assessed intellectual property risk on a global scale, designed controls and training to prevent unauthorized disclosure, satisfying a major R&D partner’s concern, and provided a more secure framework for new business innovation

Senior counsel for securities/broker-dealer/investment banking/private equity firm – extensive corporate, transactional, securities, intellectual property and general legal duties include: • Lead responsibility for all legal matters for three business divisions (incl. start-up, financing, acquisitions, strategic relationships, marketing, HR, regulatory, tax, customer relationships); • Venture capital / M&A / strategic investment work ranging from analyzing targets, lead drafting and negotiating documentation, exercising Board rights and managing exit strategies; • Managing intellectual property portfolio; and • Regulatory securities work involving 1933 and 1934 Acts and other broker-dealer regulations.Over more than five years in-house at SIG, a 1500+ employee securities trading/venture capital/private equity/investment banking firm, I gained the trust of senior management and routinely participated in strategic discussions involving the several divisions for which I had primary legal responsibility. Two of those divisions were entrepreneurial efforts and, in my role as de facto general counsel to those divisions, I handled all legal matters that arose, including formation, start-up, capitalization and financing, marketing, taxes, human resources, outsourcing, strategic acquisitions, potential litigation and customer relationships. I helped grow the legal department from four lawyers to eight lawyers, one HR contracts specialist and two paralegals. I became a mentor for one of our younger lawyers, and a manager of our HR contracts specialist and two paralegals; moreover, I was instrumental in the hiring decisions for the latter three, including creating the HR specialist position and designing training.

Corporate, securities and M&A practice - duties include extensive transaction management responsibility, often on urgent deadlines, including lead negotiating responsibility and cultivation of client relationships, as well as primary responsibility for drafting of transaction documentation and supervision of junior attorneys and due diligence processes. Representative transactions include: • Representing Crown Cork & Seal Company in the $107mm sale of its U.S. fragrance pumps division, the Є 72mm sale of its European pharmaceutical division and the $126mm public offering of the stock of its subsidiary, Constar International, Inc.; and • Representing Bruckmann, Rosser & Sherrill & Co., L.P., a NY private equity firm, in the $90mm buyout of Il Fornaio (America), Inc., a California-based public restaurant company.

Corporate, securities and M&A practice - duties substantially the same as listed above. Representative transactions include: • Representing CSFB as lender/underwriter in an $800mm oil project financing; structuring senior secured and working capital debt and private bond placement - Project Finance International’s “1999 Industrial Deal of the Year;” and • Advising an emerging company, Prescient Markets, Inc., in its development of a web-based commercial paper marketplace; structuring venture capital financing; successfully negotiating with SEC for no-action relief.