Real Estate Human Resources

KEITH J. KOSCO

**** *** **** **. ** (***) ***

**98

Albuquerque, New Mexico 87122

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

GENERAL COUNSEL • PUBLICLY TRADED COMPANY

General Counsel

Harvard Law School educated senior corporate attorney with 10 years in house experience

serving as General Counsel for two NASDAQ listed technology companies and as Assistant

General Counsel for an industry leading Fortune 500 defense technology company. Nine

years experience as a partner in a major international law firm. Seasoned background in all

facets of domestic and international business law, including corporate governance and

compliance, intellectual property, mergers and acquisitions, joint ventures, investments and

corporate finance.

Orchestrated and led the negotiation, documentation and closing of mergers and acquisitions

with an aggregate value of over $4 Billion in the US, UK, Japan, Italy, Canada and Malaysia.

Created and implemented a patent licensing program that generated over $140 Million in

licensing revenue. A team player and strategist who makes significant contributions to the

success of the overall business enterprise. Recognized by colleagues for his creative business

financing initiatives, successful negotiating prowess and extensive experience practicing

global business law in multiple industries.

Areas of Expertise:

Domestic & International Business Law • Corporate Governance & Compliance • Intellectual

Property

Mergers & Acquisitions • Joint Ventures • Investments • Export Control Compliance

Environmental Compliance & ISO 14000 • Commercial Litigation • SEC Reporting

Legal Talent Development • Corporate Finance

Industry Experience:

Computer Hardware & Software • Telecommunications • Aerospace • Energy • Defense • High

Tech

Hospitality • Real Estate Development • Consumer Products

PROFESSIONAL EXPERIENCE

EMCORE Corporation, Albuquerque, NM • 2006 Present

NASDAQ listed, world leader in compound semiconductor based technologies. Develops

components for the broadband, data communications and telecom markets, as well as

components and systems for the space and terrestrial photovoltaic markets

Chief Legal Officer & Corporate Secretary

Senior responsibility for all legal and corporate secretarial matters. Formulated, implemented

and finalized internal options pricing investigation and restatement. Created and instituted

comprehensive corporate compliance program. Investigated and established international

corporate and tax planning structure. Improved productivity and employee efficiency by re

engineering processes and procedures in the legal department concurrent with the relocation

of corporate headquarters.

Spearheaded public and private debt and equity fundraising, including a PIPE equity

•

offering of $100 Million and the conversion of $80 Million in bonds in 2008

Managed $120 Million in asset acquisitions

•

Developed and implemented European and Asian international tax structure

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Established export compliance, information security and other compliance programs

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Managed and led commercial litigation, including settlement of shareholder derivative

•

action arising from a prior financial restatement

Negotiated and documented $25 Million secured credit line and $27 Million industrial

•

revenue bond

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Keith J. Kosco • *******@***.***

Aspire Markets, Inc., Scottsdale, AZ • 2003 2006

Corporate prototype for retail gourmet food chain serving special dietary needs market

segment. Business model included internet based shopping cart and on site stores

General Counsel & Corporate Secretary

Senior responsibility for all legal, corporate and information technology functions of prototype

"clicks and bricks" gourmet food market. Duties included negotiating corporate financing,

franchise structuring and documentation, lease negotiations, software systems design, patent

applications, environmental, FDA and health department compliance, executive compensation

and other human resource issues.

Negotiated and documented debt and equity capital issuances

•

3D Systems Corporation, Valencia, CA • 2002 2003

Mid cap, high technology capital goods manufacturer with operations in the US, Europe and

Asia

General Counsel & Corporate Secretary

Senior executive responsibility for all legal and corporate secretary functions, as well as

management of the Employee Services Department, including human resources and facilities

management. Led and directed extensive domestic and international intellectual property

departments. Directed and managed several regulatory investigations and designed and

implemented several complex compliance programs and systems.

Developed and instituted Sarbanes Oxley systems and procedures

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Managed and led high profile regulatory investigations, including a SEC investigation

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and a FTC antitrust investigation

Litton Industries, Woodland Hills, CA • 1998 2001

Fortune 500 high tech and defense company. Merged with Northrop Grumman in 2001

Assistant General Counsel (1999 2001)

Director, Mergers & Acquisitions (1998 1999)

Senior Counsel (1998)

Responsible for all domestic and international corporate business activity, intellectual property,

real estate, environmental, antitrust, electronic commerce and export control compliance

matters. Evaluated, structured, negotiated and documented all corporate transactions,

including acquisitions, dispositions, joint ventures and investments and coordinated related

securities filings. Supervised outside counsel on transactional and litigation matters. Directed

and led domestic and international intellectual property departments with responsibility for

patent filings, litigation of infringements and negotiation and documentation of licensing

agreements. Restructured corporate procedures for evaluating and approving corporate

transactions, resulting in a more focused and effective corporate investment process.

Awarded first Presidential Citation given to a member of the Litton Legal Department

•

Evaluated, negotiated, documented and closed mergers and acquisitions in the US,

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UK, Japan, Canada, Italy and Malaysia valued at over $4 Billion

Filed over 350 patents in one year and established a patent licensing program which

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generated over $140 Million in licensing revenue and managed major patent

enforcement litigation

Initiated a corporate venture capital program involving the licensing of intellectual

•

property assets in exchange for equity in startup companies

Managed and developed high performance professional departments and teams,

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including mentoring of junior personnel later selected for promotions and corporate

awards

Supervised Environmental Department, including site remediation, regulatory litigation

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and implementation of ISO 14000 environmental management system

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Keith J. Kosco • *******@***.***

Squire, Sanders & Dempsey, Phoenix, AZ • 1996 1998

Global US based law firm with more than 850 lawyers in 32 offices around the world

Of Counsel

Negotiated, documented and closed domestic and international transactions in the corporate,

intellectual property, hospitality and real estate fields. Supervised legal issues for company's

branch office in Ukraine.

Representations included clients in the hospitality, real estate development, restaurant,

computer hardware and software, consumer products, banking and financial industries.

Authored Electronic Commerce Newsletter summarizing legal developments affecting

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electronic commerce in the major industrial nations

Morgan, Lewis & Bockius, Los Angeles, CA • 1987 1996

One of the world's largest international law firms with 1,500 lawyers in 22 offices around the

globe

Partner

Negotiated, documented and closed international and domestic transactions in corporate,

securities (including both issuer and underwriter representation in initial public offerings),

intellectual property, real estate, commercial lending and project finance areas, along with

client development activities in those fields. Directed and led litigation teams in related

matters. Corporate practice included domestic and international mergers, acquisitions and joint

ventures in the aerospace, computer, manufacturing, energy, publishing and financial areas,

along with representing issuers and underwriters with respect to '33 Act transactions and '34

Act filings in the hospitality, manufacturing, transportation, healthcare and services sectors.

Real estate practice included developers, REITS and the real estate lending operations of one

of the nation's largest banks.

Chaired Los Angeles Office Intellectual Property Section, leading to development of a

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highly successful practice in intellectual property licensing and franchising

Founded and established Emerging Business Practice Group in Los Angeles office,

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including implementation of an innovative billing system which generated full revenues

for the firm while deferring the payment obligation of the new client until the

occurrence of pre defined liquidity events

Partner in Business and Finance Section, Los Angeles Office Intellectual Property

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Subsection. Manager, Founder and Chairman, Los Angeles Emerging Business

Practice Group

EDUCATION & CREDENTIALS

JD (cum laude)

Harvard Law School, Cambridge, MA

A.B. Political Science, Economics (magna cum laude/Phi Beta Kappa)

Middlebury College, Middlebury, VT

Litton Executive Education for Top 200 Corporate Executives

Woodland Hills, CA

Strategic Planning

Harvard School of Business, Cambridge, MA

Financial Analysis

Wharton School of Business, Philadelphia, PA

California Bar Association

Arizona Bar Association

American Corporate Counsel Association

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