Services Project

Location:

7481

Posted:

August 13, 2011

Contact this candidate

Resume:

SANDRA TAFURI

***********@***.***

LEGAL EXPERIENCE

Medco Health Services, Inc., Franklin Lakes, NJ 2000

- Present

Assistant Counsel. Member of the Commercial Contracting Group.

. Practice in the areas of technology, intellectual property, e-

commerce, general corporate, and commercial.

. Develop, draft, review, and negotiate complex, multi-million dollar,

domestic, and international agreements, including:

o technology and intellectual property agreements, such as,

software licensing (including, software as a service/application

service provider agreements and enterprise-wide licensing

arrangements), support and maintenance, escrow, data licensing,

software development, hardware procurement, technology

procurement, and work for hire.

o e-commerce agreements, such as, content licensing and

development, web hosting, linking arrangements, and web site

development and design.

o commercial agreements pertaining to the procurement of major

goods and services, such as, outsourcing (onshore and offshore),

equipment leases, agreements to support operations, facilities,

and corporate functions, and confidentiality agreements.

o business development agreements, such as, joint development,

product development, value added reseller, co-branding and joint

marketing, strategic alliances, and joint research.

o regulatory agreements, including, Business Associate Agreements

and Medicare Part D Agreements. Work closely with Compliance

Department to ensure compliance by suppliers with Medco and

regulatory requirements.

. Provide legal counsel, including, intellectual property advice, to

executive board, senior management, and various departments,

including, information technology, e-commerce, finance, operations,

facilities, marketing, public relations, medical affairs, clinical

programs, human resources, and business development.

. Structure and develop business deals with Medco business owners and

Strategic Sourcing / Procurement Department.

. Manage, supervise, and mentor group's paralegal and two administrative

assistants.

. Collaborate, on behalf of group, with Medco business owners regarding

new assignments and assign to attorneys, paralegal, and administrative

assistants new matters, projects, and requests.

. Appointed to strategic cross-functional project teams to spearhead

company-wide initiatives.

. Go-to person for questions regarding Medco suppliers and supplier

compliance.

. Received employee recognition awards. Selected to participate in

Medco's highly competitive mentorship program, Women Unlimited

Leadership Program, and Renaissance Leadership Program.

. See attached "Medco Transactions" for more information.

Paul, Weiss, Rifkind, Wharton & Garrison, New York, NY

1997 - 2000

Corporate Associate. Member of Mergers and Acquisitions Group.

. Represented publicly and privately held companies in connection with

acquisitions, divestitures, mergers, and the formation of joint

ventures.

. Drafted and negotiated asset purchase agreements, stock purchase

agreements, merger agreements, limited liability company agreements,

and ancillary transaction agreements.

. Drafted instruments to form business entities, closing certificates,

board resolutions, and opinion letters.

. Conducted due diligence review and performed legal research.

. Prepared SEC filings, including, Proxy Statements, Form 10-Ks, 10-Qs,

8-Ks, 3, 4, and 5s, Schedule 13Ds, and Amendments to Form S-1s.

. See attached "Paul Weiss Transactions" for a list of transactions.

Justice James H. Coleman, Jr., NJ State Supreme Court, Springfield, NJ

1996 - 1997

Law Clerk.

Researched and wrote conference memoranda to prepare Justices for oral

argument and for use in legal opinions. Researched and wrote memoranda on

Petitions for Certification and advised Justice of proper disposition.

Drafted legal opinions.

OTHER EXPERIENCE

United States Securities and Exchange Commission, New York, NY

1991 - 1993

Securities Compliance Examiner. Member of Investment Management Division.

Organized and conducted examinations of companies registered under the

Investment Company Act of 1940 for compliance with the Act.

EDUCATION

New York University School of Law, New York, NY

J.D., magna cum laude, May 1996

Honors: Order of the Coif

New York University Law Review: Member of the Senior Board as

Senior Articles Editor (1995-1996) and Staff Editor (1994-1995)

Publication: Note, Title VII's Antiretaliation Provisions: Are Employees

Protected After the Employment Relationship Has Ended, 71 N.Y.U. L. Rev.

797 (1996)

Activities: Trial Lawyers Association; Battered Women's Project

Rutgers University, Newark, NJ

B.S. in Finance and B.A. in Economics, with Highest Honors, May 1991

Honors: Phi Beta Kappa

Omicron Delta Epsilon (Economic Honor Society)

Beta Gamma Sigma (Business Honor Society)

College Honors Program

Dean's List - All Semesters

ADMISSIONS: State of New York, State of New Jersey

Medco Transactions

Technology and Intellectual Property

Develop, draft, review, and negotiate software license agreements

(including, software as a service/application service provider agreements

and enterprise-wide licensing arrangements), support and maintenance, and

escrow agreements.

Develop, draft, review, and negotiate software development agreements,

technology purchase agreements, technology maintenance and support

agreements, hardware purchase and lease agreements, data license

agreements, connectivity agreements, service level agreements, and work for

hire agreements.

E-Commerce

Develop, draft, review, and negotiate agreements for the licensing and

development of health tools and content for display and use on Medco web

sites.

Develop, draft, review, and negotiate web hosting agreements, linking

agreements, and web site development and design agreements.

Outsourcing (onshore and offshore)

Develop, draft, review, and negotiate major agreements for the outsourcing

of significant business processes, functions and product offerings,

including, call center services, help desk services, internal audit, staff

augmentation, analytics and reporting, and appeals.

Implement outsourcing relationships and resolve disputes.

Go-to person for questions regarding Medco's outsourcing providers and

compliance with Medco and regulatory requirements.

Procurement of Major Goods and Services

Develop, draft, review and negotiate agreements for the procurement of

major goods and services to support Medco operations, such as agreements

pertaining to equipment leases, purchase agreements for equipment, goods

(including, consumer goods), and services, consulting, professional

services, temporary staffing, training (including, creation of training

materials and content), recruiting, marketing, advertising, and creative

services, television and radio production services, public relations

services, drug purchasing and distribution, disaster recovery services,

construction, architectural and engineering services, audit services, lab

testing services, outbound phone call, messaging, and fax services, support

and maintenance for equipment, market research, lobbyists, credit union

services, credit card transaction settlement services, automatic teller

machine services, celebrity speaker services, credit monitoring services,

cafeteria services, waste and recycling services, licenses and

subscriptions to journals, databases, and news' services, hotels, and

events.

Business Development

Develop, draft, review, and negotiate joint development agreements, product

development agreements, value added reseller agreements, co-brand and joint

marketing agreements, strategic alliance agreements, and joint research

agreements.

Provide legal counsel regarding privacy, compliance, and licensing issues

with respect to business development matters.

Perform due diligence on mergers and acquisitions.

Support integration of companies after acquisitions.

Regulatory / Compliance: Business Associate Agreements and

Medicare Part D Agreements

Develop, draft, review, and negotiate Business Associate Agreements ("BAA")

and Medicare Part D Agreements.

Attorney on initial HIPAA implementation (performed research, developed

processes and flows, policies, training materials, and legal templates) and

rolling out to suppliers HIPAA requirements. Developed initial BAA

template for suppliers and responsible for entering into BAAs with all

suppliers.

Attorney on HIPAA security regulations. Amended supplier BAAs to include

security provisions.

Attorney on company-wide initiative to replace all supplier Business

Associate Agreements to include provisions required by the Health

Information Technology for Economic and Clinical Health (HITECH) Act.

Attorney responsible for amending all supplier Medicare Part D Agreements

to include new provisions required by Centers for Medicare and Medicaid

Services.

Real Estate

Develop, draft, review, and negotiate lease renewals, amendments, estoppel

certificates, subordination, non-disturbance and attornment agreements, and

parking leases.

Confidentiality Agreements

Develop, draft, review, and negotiate Confidentiality Agreements.

Project Teams

Attorney on company-wide initiative to create and then later update Medco's

privacy, compliance, and security review process of potential suppliers and

supplier audit process to comply with Medco's Corporate Integrity

Agreement, Medco's Code of Conduct, regulatory requirements, client

mandates, and best practices (generated ideas and developed processes and

flows, policies, training materials, legal templates, and questionnaires).

Resulted in a successful centralized review process which streamlined and

quickened compliance review and ensured Medco's compliance.

Attorney on project team to improve contracting efficiencies (generated

ideas and developed processes and flows, policies, training materials,

legal templates, purchase order terms and conditions, database design).

Successfully resulted in faster turn-a-round times and a more effective and

efficient use of legal services.

Attorney on committee to create due diligence process (including, drafting

of due diligence checklist, questionnaire, and policies) and legal language

pertaining to the Foreign Corrupt Practices Act. Resulted in a successful

new review process to ensure that Medco and its suppliers comply with anti-

bribery and corruption laws.

Attorney assigned to Medco's Operational Excellence initiative to outsource

several functions simultaneously. In addition to my structuring, drafting,

and negotiating a particular outsourcing arrangement, I managed and

coordinated the project for other attorneys. Resulted in the Company

successfully outsourcing several functions in a tight time frame and

realizing savings quickly.

Attorney on project team when Merck spun-off Medco. Reviewed Merck Master

Agreements, drafted and negotiated assignment and assumption agreements,

and drafted and negotiated new replacement agreements on a tight time

frame.

Paul Weiss Transactions

Mergers and Acquisitions

Representation of an underwear and hosiery manufacturer in connection with

the acquisition of substantially all of the assets of a hosiery company for

approximately $24 million. Responsible for drafting and negotiating asset

purchase agreement and related corporate documents, subordinated note,

employment agreements, and other ancillary corporate documents, and

conducting due diligence.

Representation of client in connection with merger. Responsible for

drafting proxy statement and closing documents.

Representation of client in connection with the sale of stock in

reinsurance company for approximately $700 million. Responsible for

drafting and negotiating stock purchase agreement and related corporate

documents and preparing data room.

Representation of client in connection with the acquisition of metal

stamping business. Responsible for drafting and negotiating merger

agreement, drafting formation documents of numerous subsidiaries and

related corporate documents, and conducting due diligence.

Representation of client in connection with the acquisition of motor

manufacturer for approximately $22 million. Responsible for drafting and

negotiating merger agreement and related corporate documents.

Representation of an underwear and hosiery manufacturer in connection with

the disposition of its hosiery division for approximately $28 million.

Responsible for drafting and negotiating asset purchase agreement and