the evolution of law

Legal Solutions as Innovative

as Our Company
OVERVIEW
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

 Keep More In-House
GENERAL COUNSEL
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

 Legal Health for Hospitals and
HOSPITALS & Academic Institutions
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–Our Life’s Work
LIFE SCIENCES
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

 The Right Legal Tools
for Medical Device Companies
MEDICAL DEVICES
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

 A Big Part of Our IP - Knowing How
INTELLECTUAL to Protect Your IP
PROPERTY
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

 Getting the Deal Done
TRANSACTIONAL
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

 Finding Resolutions, Not Disputes
LITIGATION
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 An entrepreneur himself, Afif and his

first years of his career with two of the innovative approach to the law have been Adjunct
Professor of Law at
largest firms in the country. After leaving profiled by various media outlets, including the
Case Western Reserve
the world of Big Law behind to launch an American Bar Association Journal. He is also a University School of
emerging technology development firm co-founder of two biotechnology companies. Law

(BioVentis LLC), he was frustrated at how

In his free time, Afif takes pride in the pro
inefficient and costly outside counsel was
bono work he has done through the Legal
for companies both large and small.
Aid Brief Advice Clinics, where attorneys can

With this in mind, he founded the Ghannoum volunteer legal advice and guidance to those

Law Firm with the singular goal of offering not able to afford representation. He is also

world-class legal counsel, sophisticated heavily involved with MedWish International,

enough to serve the largest clients, while still an organization that sends medical equipment Admitted to
2005 practice in the State
being accessible to early stage companies. that can no longer be used in the United
of Ohio
Afif represents corporate, biotechnology and States, to health organizations in third-

life science clients in an array of matters. world countries. He also teaches at Case Graduated from
Case Western Reserve
Western Reserve University School of Law.
University School
of Law
 Earning his
Masters in Biotechnology
from Johns Hopkins University,
Published
through its independent study
over a dozen articles
program, and expects to
in numerous publications,
BARRY J. MARENBERG, Esq. including Intellectual Property
graduate in June 2011
bmarenberg@ghannoumlaw.com Today, Biotechnology Law
Report, and The Metropolitan

Corporate Counsel
Was Appointed
as a Member of the
Editorial Board of the
Journal of Commercial
Admitted to the
Biotechnology
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,
Barry is a life science patent attorney with counseled small companies regarding their the US District Courts for the Southern
years of experience working in-house at intellectual property strategic and legal and Eastern Districts of New York,
and the US Court of Appeals for
two of the largest pharmaceutical and concerns, including freedom-to-operate
the Federal Circuit
biotechnology companies in the world. assessments and patentability evaluations. Graduated from the
At Enzon Pharmaceuticals, Barry was Benjamin N. Cardozo
On a personal note, Barry’s hero is his School of Law
Chief Patent Counsel, where he managed 1993
wife, who has always stood by him. Except
an intellectual property portfolio for
when he’s putting his body in the way of a
the $225M publicly-held company.
lacrosse ball traveling at 100 mph. At those
During his time in-house, as well as in moments she isn’t standing by him.
private practice at such firms as Mintz Levin,
and Sills Cummis & Gross, Barry has had
significant success in prosecuting patent
Was in private
applications, both in the U.S. and worldwide,
practice at such firms
in the following areas: small molecule Was the Chief as Mintz Levin and Sills
pharmaceutical compounds, novel peptides, Patent Counsel/ Cummis & Gross
biomarkers, oligonucleotides, biologics, Assistant General Counsel
at Enzon Pharmaceutical, and
antisense, RNA interference, stem cells,
a Senior Patent Attorney at
tissue engineering, and medical devices. Bristol-Myers Squibb
Company
In addition to working with Fortune 500
companies, Barry has also advised and

LARRY J. MCSWIGGAN, Esq.
lmcswiggan@ghannoumlaw.com
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
Admitted
to practice in
California, New York,
Massachusetts and
Connecticut
Counseled Threshold
Pharmaceuticals through
Series A and Series B financing
rounds prior to an Initial
Public Offering
Represented
Series A and B financing rounds prior to Wakefield Companies
Graduated from
an Initial Public Offering. Larry has also in a $42 million private
St. John’s School
asset and stock sale
guided large companies (both buyers and of Law
sellers) through the M&A process. In the
biotechnology sector, he provided counsel 1997
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, Represented Jazz Guided The Federal
Larry feels that George Washington, one of his Pharmaceuticals in a Home Loan Bank of Boston
Series B financing round
heroes, is an underappreciated cornerstone through the filing of Registration
of $250 million Statement on Form 10 under
of our democracy, though Larry realizes
The Securities Act of 1934 at
the legendary cherry tree/“I cannot tell a
regulators direction
lie” story was actually, as it turns out, a lie.
 Practiced at
Calfee, Halter
& Griswold for
KAREN MCKEOGH, Esq. nine years
kmckeogh@ghannoumlaw.com
Licensed to
Practice in Ohio

Past Chair of the

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 biotechnology company in a Health Law Section
joint venture with a manufacturing partner. of the Cleveland Bar
Graduated from
Association
Case Western Reserve
Outside private practice, Karen has taught
University School
Health Law and Contract Negotiation
of Law
at Cleveland-Marshall College of Law
and Case Western Reserve University 1993
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
AV Rated
not to think about the legal ramifications Published numerous Attorney by
of having video evidence of fracturing a health law related articles in Martindale
publications such as American
leg on someone’s broken trampoline. Hubbell
Bankruptcy Institute Journal, and
the Cleveland Bar Journal

representing a hospital and its parent health

system in a joint venture with another
hospital and parent health system; and
 Has
represented
clients across an
SHANNON DRAHER, Esq. array of matters including
product liability, toxic tort,
sdraher@ghannoumlaw.com
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.
Admitted to
practice in the State of
Ohio, United States District
tired of being asked to guess how many Court for the Northern District of
Ohio, United States Court of Appeals
items are in a given container, and wishes
for the Sixth Circuit, and the United
she’d never told us her jelly bean story. States District Court for the
Southern District of Ohio

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 2001
such cases dismissed on summary judgment.
Was in private
She also served as lead counsel for pro bono Graduated from
practice at Jones Day
clients in the Sixth Circuit Court of Appeals. and Vorys Sater University of Toledo Law
School as a member of the
In elementary school Shannon entered a
Order of the Coif and the
contest to guess how many jelly beans were Law Review
in a jar. The correct number was 745, and
Shannon guessed 745! At Ghannoum, she’s
 Admitted to
CATHERINE ROSEMAN SMITH, Esq. practice before
the US Patent and
csmith@ghannoumlaw.com Trademark Office, and
in New York State

Advised Sun
Chemical as a Patent
Graduated Law Consultant for
Catherine is an intellectual property where she helped them to develop
from Columbia two years
attorney, with expertise in all aspects of research discoveries as inventions in
University GSAS with
pharmaceutical, chemical, and biotechnology areas ranging from plant bioengineering
a master’s degree in
patent law. In her career, both as in-house to new antibody cloning techniques. biological sciences
counsel at Hoffmann-La Roche, and in
Outside of the law, Catherine enjoys playing
private practice, Catherine has worked with
classical guitar and writing poetry. She
innovations ranging from pharmaceutical
currently has time to pursue neither.
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, Worked in-house at
including licensing, clinical research, material 1982 Hoffman-La Roche as a
senior patent attorney for
transfer and non-disclosure agreements.
several years
Graduated from
Catherine has worked with both applied
Syracuse University
industrial and basic research scientists. College of Law
She particularly enjoyed learning about
cutting edge biotechnologies through her
contact with Roche Institute scientists,

THERESA O’ROURKE NUGENT, Esq.
tnugent@ghannoumlaw.com
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.
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.
Former Senior Conducts seminars for
Counsel/Executive Vice scientists, technical personnel
President of Corporate Hu- and business/sales personnel
man Resources for Scient, Inc
(formerly iXL Enterprise, now Ra-
on interplay between intellectual
property and the business value of
zorfish, owned by Microsoft) products and services, along with
training on agreements with
partners in industry
Former Assistant
Admitted to practice before County Attorney in
the US Patent & Trademark Office, the Litigation Bu-
reau (Westchester
the Southern District of New York, and
County, NY)
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
1990
Graduated from
Albany Law School of Provided guidance
Union University on intellectual property
matters to Sun Chemical as an
intellectual property consultant
for 6 ½ years
keep more in-house

815 Superior Avenue, Suite 1210

Cleveland, OH 44114

216· 394·0499

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