TERENCE F.

BRENNAN
183 Vista Oak Drive
Longwood, Florida 32779
407.810.5215
corplaw@cfl.rr.com
linkedin.com/in/terryfbrennan

EXPERIENCE SUMMARY

I assist clients in protecting, monetizing and financing technology, intellectual property and other
assets by creatively and practically structuring corporate, securities and proprietary rights transactions.
By applying my unique combination of securities and transactions experience, executive turnaround
management success at an electronic medical records company, and the skills gained from hundreds of
corporate, technology and investment matters, I guide clients to the rewards of innovation and
entrepreneurship.

My experience includes serving as lead counsel for more than 150 business entities in negotiating and
closing a wide variety of transactions which include

Representing communications, biotechnology, medical device, imaging, solar energy, digital media,
and simulation clients and investors in connection with the financing, development and
commercialization of technology .

Preparing securities underwriting agreements and registration statements in connection with primary
and follow-on public offerings. Structuring multiple private placements of equity and debt securities.
Negotiating secured and mezzanine financing and credit facilities.

Primary Counsel and business advisor to 300 to 400 technology, university, healthcare, and
entertainment entities in documenting and negotiating all types of technology and multimedia
transactions including:

• Multimedia content acquisition, • Representing public and private universities in

development and distribution negotiating technology transfer and research and
opportunities development agreements and in preparing grant
applications

• Digital music distribution and • Television and film production and financing
streaming agreements

• Internet advertising, marketing and • Music publishing, recording and

affiliate arrangements synchronization transactions

• Software development, licensing, and • Assisting hospitals and physician groups

outsourcing agreements regarding the cost-effective acquisition of
Electronic Health Records systems and related
meaningful use requirements

• Patent licensing and commercialization • Representing public school districts in multi-

joint ventures million dollar acquisitions of critical school
 information systems

PROFESSIONAL POSITIONS

Partner 2006 to Present

Roetzel & Andress, Orlando, Florida
Practice Leader for Business Services, Technology Transactions, and Intellectual Property practices.
Significant matters addressed include:

• Lead Counsel in $100M asset sale of a transportation logistics company to public entity and
subsequent joint venture with International Olympics Committee. Negotiated unique earnout
provisions yielding significant additional revenue and tax savings to client.
• Corporate and Intellectual Property Counsel in patent portfolio acquisition. Also involved in,
cross-licensing, joint venture transaction including follow on Series B financing with elite Silicon
Valley venture capitalist. Negotiated very favorable valuation for client and dilution protections
against subsequent “down round” financings.
• Securities counsel to publicly listed broker-dealer in $300 million securitized bond offering.
Prepared all transaction and indenture documents and performed as lead closing counsel for a
large team of 10 attorneys and investment bankers in a multi-state closing of transaction.

Partner
Law Office of Terence F. Brennan, P.A., Longwood, Florida 2002 - 2006
Counsel, Bogin, Munns & Munns, Orlando, Florida
Legal counsel to technology, communications, financial, healthcare and entertainment clients.

• Represented specialized pharmacy services company in $3M initial round financing and product
joint venture.
• Business advisor and General Counsell to many digital media, medical imaging, simulation
training and information systems clients in the development, protection, licensing and
commercialization of intellectual property assets.
•
• Performed consulting work with U.S. Department of Justice on several national security issues.

Partner 1995 - 2002

Holland & Knight, Orlando, Florida
Directed firm’s Corporate, Technology, Emerging Company, and Venture Capital Practice. Lead
Counsel on 60 acquisitions, mergers, restructurings, private equity, securities and technology
transactions involving publicly listed and privately held entities.
Representative matters included:

• Represented the University of Florida in a joint venture with Proctor & Gamble in the
development of a unique skin cancer treatment medication. Identified a complex tax problem
arising from proposed licensing plan that was adverse to the client and caused a restructuring of
the transaction to include terms more favorable to the University
• Represented nuclear pharmaceutical company in a complex three party merger transaction. Lead
intellectual property counsel regarding patent and trademark licensing issues. Managed all Blue
Sky securities issues in follow on offering of securities in surviving merged entity.
 • Advised manufacturing company in the corporate restructuring, financing and successful
international licensing and commercialization of patented product, ultimately yielding $25M in
patent royalties.
• Lead ltigation Counsel to healthcare information systems company in successful copyright
infringement litigation which resulted in an injunction and award of $12,000,000 in damages.

Vice President, Legal Services 1990-1995

IBAX Healthcare Systems, Inc., Hauppague, New York and Orlando, Florida
Directed all legal and related business matters affecting an information systems joint venture formed
by IBM and Baxter Healthcare Corporation. This included corporate, securities, acquisitions,
divestitures, technology joint ventures, licensing, litigation, employment and product development
matters. Company was acquired by McKesson in 1995.

• Supervised and implemented all aspects of marketing, advertising and distribution programs for
manufacturing, communication, and broadband cable companies.
• Negotiated and drafted all related transaction documents.
• Contract Administration, product distribution, business alliances and risk management. Prepared
all template documents for client matters.

EDUCATION:

• Georgetown University Law Center, J.D.

• Editor, Georgetown Law Journal
• State University of New York at Albany, B.S., MS Economics, cum laude

PROFESSIONAL AND CIVIC ASSOCIATIONS:

• Florida Bar Association: Business and Computer Law Sections

• American Bar Association: Business and Intellectual Property Sections
• New York State Bar Association: General Business Section; Computer Law Committee
• Advisory Board, Technology Research Development Authority, Melbourne, Fl
• Advisory Council, National Entrepreneurial Center
• Economic Development Commission of Metropolitan Orlando
• Advisory Board, University of Central Florida Technology Incubator
• Counsel and Board of Directors, Orlando Theatre Project

BAR ADMISSIONS:

• New York; Admitted to Practice before the United States District Court for the Southern
District of New York
• Florida; Admitted to Practice before the United States District Court for the Middle District of
Florida