Software Medical

General Counsel and Corporate Development Executive with extensive global

experience in leading legal affairs and complex transactions at Raytheon,

Mercury Computer Systems, Interactive Data Corp., FTP Software, and Fish &

Richardson.

Corporate Governance: As General Counsel, led SEC reporting, engaged and

managed outside counsel and legal staff, ensured successful compliance and

risk management. Served as key advisor to management team and Board of

Directors. Organized Board of Director meetings, drafting corporate

resolutions and minutes. Provided executive compensation, benefit and

employment law counsel to compensation committee, and served as 401(k)

trustee. Experienced in export compliance and government contracting.

Intellectual Property: Demonstrated ability to anticipate the market

implications of technology disruptions and to create effective intellectual

property strategy. Led resolution of patent litigation threatening

viability of growth businesses at Mercury, securing license on favorable

terms while converting dispute into profitable expansion of customer

relationships. Established Fish & Richardson's software licensing

practice.

Transactional Experience: Led more than 50 significant transactions

including 25 M&A transactions from sourcing, approach, fit, valuation,

diligence, negotiation, closure to integration planning. Experienced with

IPO and secondary offerings, strategic alliances, joint ventures, and

equity investments. Developed and coordinated executive team strategic

planning and analysis.

Professional Experience

Mercury Computer Systems, Inc. - Chelmsford, MA 1998 - June 2009

Embedded computing business serving defense, medical, and emerging markets

for data intensive signal, image, and sensor processing with revenues of

$200M. (NASDAQ: MRCY)

Vice President, Corporate Development

Reporting to the CEO, responsible for identifying and developing new

business and market opportunities, including strategic partnership, merger

and acquisition, and technology licensing, and also for divestitures.

. Generated profit in excess of $100M over 10 year period by engaging

Northrop Grumman in a long-term, dynamic licensing program for the F-16

fighter that minimized engineering costs and enabled broader customer use

of technology. Developed new licensing model for F-35 fighter jet that

encouraged Lockheed Martin to use Mercury's technology throughout the F-

35 platform, thus motivating other prime contractors to use Mercury

technology in other platforms such as UAVs.

. Strategic agreements led at Mercury contributed more than 25% of company

revenue growth. Developed trusted relationship with Echotek founders

averting competitive auction in acquisition of business and enabling

smooth integration, resulting in Mercury's successful expansion into new

market segments. In FY 2009, this product line was the most profitable

and contributed more than 50% of Mercury's overall revenue growth.

. Built computational and experimental fragment-based drug discovery and

design business by securing IP, developing alliance with Boston

University, acquiring start-up venture, establishing appropriate

governance, and, in partnership with CEO, selecting, motivating and

driving leadership team and its intellectual property strategy.

Successfully sold business to Forma Therapeutics.

. Transformed medical business from 100% hardware-based revenue to 100%

software-based revenue in less than four years. Resolved more than 20

showstopper issues to acquire TGS Group. Led negotiation, drafting, and

completion of customer agreements critical to post-merger integration.

Led development of IP strategy. Successfully crafted IP agreement to

enable sale of visualization tools separate from medical imaging

business.

FTP Software, Inc. - North Andover, MA 1993 - 1998

Pioneer internet software company with peak revenues of $128M and CAGR

exceeding 60%.

SVP, General Counsel and Head of Business Development

Responsibilities included: establishing and maintaining corporate

governance; developing and communicating policies on matters of ethics,

insider trading, and protection of confidential information; and directing

SEC filings.

SVP, General Counsel and Head of Business Development (continued)

Led legal, contract, compliance, business development, human resource, and

finance functions. Held P&L responsibility for Asia-Pacific region, and

served as Secretary on Board of Directors.

. Built infrastructure and processes to successfully lead IPO and execute

as public company.

. Established corporate administrative services and contracts department to

handle rapid global expansion, including Singapore, Japan, Canada and US

offices.

. Grew Asia-Pacific market from $12M to $19M by building sales and

marketing team in region and striking joint venture and new strategic

alliances. Regained control of intellectual property from previously

exclusive distributor and overcame new competition from Microsoft.

. Led strategic alliance with IBM profitably extending product features

while gaining access to intellectual property, operational expertise,

markets, visibility, and channels.

. Reduced $61M merger consideration for public company FireFox more than

19% to $49M by understanding sellers' drivers and structuring and timing

the deal to optimize market valuation.

. Led defense of two distinct shareholder litigation claims resulting

dismissal without trial.

Fish & Richardson - Boston, MA 1991 - 1993

Ranked top patent law firm by IP Law and Business Magazine for the past

several years.

Attorney - Software and Biotech Licensing Practice

. Established firm's software licensing practice with annualized

billings exceeding $750,000.

. Published AIPLA software licensing and global IP protection book.

Interactive Data Corporation - Lexington, MA 1987 - 1991

Leading supplier of data services and software to financial services

industry then owned by Chase Bank/Dun & Bradstreet.

Associate General Counsel

Assumed day-to-day legal responsibilities for division. Identified data re-

distribution opportunity and contributed to development of new $20M

business.

Raytheon Company - Lexington, MA 1983 - 1987

Attorney

Performed legal services including compliance, litigation management and

agreement negotiation for $1B group of diverse businesses including

commercial electronics, defense, publishing, and medical devices.

Pelletreau & Pelletreau - Patchogue, NY 1982 - 1983

Attorney

Education

J.D., Boston University School of Law 1982

Award for highest grade in Professional Responsibility.

M.A., Mathematics, State University of New York at Stony Brook 1979

B.S., Honors Mathematics, Purdue University 1978

Naval Reserve Officer Training Corps Scholarship. Schenkman Award as top

mathematics graduate. Dean's list each year.

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