Sales Development

WILLIAM MARTIN KUSHNER

** ***** ***** ******* *** Francisco, California 94117 415-***-**** cell

SUMMARY

General Counsel with broad operational, IP/product development and corporate development

experience in sales-driven organization. Member of executive team, reporting to CEO. Passion for

working in inter-disciplinary settings to develop new products.

PROFESSIONAL EXPERIENCE

ZS PHARMA, INC., Ft. Worth, TX 2008 - Present

Chief Legal Officer

Responsible for all corporate finance and administrative matters affecting biotechnology company with

compounds in pre-clinical development. Developed commercial and business plan, presented

opportunity to potential investors, completed Series A financing.

TORREYA PARTNERS, New York, NY and San Francisco, CA 2008 - 2009

Principal

M&A professional in 15 person “boutique” investment bank. Provided strategic/M&A advice to public

and private life sciences clients. Work consisted primarily of conducting sale/licensing processes for

biopharmaceutical assets. Also handled all legal and merchant banking matters affecting the firm.

BRISTOL-MYERS SQUIBB/OTN, South San Francisco, CA 2004 - 2007

Vice President, General Counsel & Secretary to Oncology Therapeutics Network

Managed legal and corporate development matters at pharmaceutical services company with revenues

that grew from $2.0B to $3.5B. Business units included branded and private label pharmaceutical sales,

specialty distribution, specialty pharmacy, group purchasing organization and IT solutions.

Commercial – Developed and negotiated complex customer arrangements (including with

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government agencies and payors); worked with development teams to launch new products (private

label pharmaceuticals; enterprise software); negotiated manufacturing arrangements.

M&A/Corporate development – Sourced, analyzed and executed key mergers & acquisitions.

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Facilitated working groups responsible for deal integration. Managed all aspects of Company sale in

2007 for $575M, including auction process involving multiple Fortune 50 bidders.

Intellectual Property – Guided patent applications and commercial strategy of “LynxMobile”

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inventory control application that grew to over 500 installations in 18-month period; developed in-

and out-licensing campaigns for numerous software applications.

Regulatory compliance – Developed SOX Section 404 controls and certification processes;

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developed and delivered compliance program for 100+ person salesforce covering False Claims Act

and Anti-Kickback Statute; also coordinated HIPAA/privacy program.

General corporate & finance – Handled board and board committee function, negotiated $150M

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of private securities offerings and $300M revolving line of credit; managed insurance portfolio;

worked closely with PwC on annual audit; served on 401K investment committee; addressed HR

matters.

Litigation & Investigation – Defended Federal class-action affecting largest pharmaceutical

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manufacturers; negotiated with Attorneys General and others in relation to product pricing and

promotional activities; managed numerous IP, HR and commercial disputes involving the Company.

WILLIAM MARTIN KUSHNER Page 2

Perkins Coie, LLP, Menlo Park, CA 1996 - 2004

Corporate Attorney/Litigation Attorney

Senior attorney at Silicon Valley office of national firm consisting of 500+ attorneys. Led teams of

attorneys handling significant M&A and securities offerings. Clients served included biotechnology,

health care IT, capital equipment lessors, technology and media companies, investment banks and VCs.

Commercial/Equipment Finance – Represented leveraged lessors of capital equipment (aircraft,

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shipping container, rail) in relation to all facets of asset acquisition, management and divestiture.

General corporate – Responsible for formation and corporate governance issues, negotiation of

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credit facilities, real property leases, employment contracts and other corporate contracts, assistance

with business plans, and with regard to public company issues, preparation of proxy statements and

periodic filings on Forms 10-K, 10-Q and 8-K, and advice regarding Section 16 and Rule 144 issues.

• Securities – Managed all legal issues affecting private financings, IPOs and follow-on offerings.

Handled communications with SEC and listing exchanges.

• Mergers and acquisitions – Handled public and private transactions for financial and strategic buyers

as well as sellers. Assisted with tax structuring of transactions, handled HSR compliance and supervised

closings.

• Litigation – Represented Fortune 100 companies in defense of general commercial, wage & hour

and products liability matters. Handled all aspects of representation through trial.

Richmond & Quinn, Anchorage, AK 1994 - 1996

Litigation Attorney

Litigation associate in civil defense firm. Representative clients included DeHavilland Aircraft, Alaska

Air Group, ERA Aviation, Progressive Insurance, seafood processors and Exxon Valdez defendants.

Responsible for all aspects of discovery, pre-trial motion practice and pre-trial hearings. Handled pre-

settlement matters, took depositions of expert witnesses, economists and non-expert witnesses.

Alaska Court System, Anchorage, AK 1993 - 1994

Administrative Attorney

Handled land acquisitions and divestitures, administrative appeals and procurement disputes.

Fredericks, Pelcyger & Hester, Boulder, CO 1992 - 1993

Attorney

Represented Resolution Trust Corporation as creditor in aftermath of S&L failures. Also represented

Indian tribes concerning construction finance, gaming, water, mineral and oil & gas matters.

19 Old Buildings, London, England 1991

Law Clerk

Provided Yankee support to commercial litigation barristers firm in Lincoln’s Inn.

EDUCATION

University of Colorado School of Law, Boulder, Colorado (JD, 1992) -- Moot court finalist &

President of Environmental Law Society

University of Washington, Seattle, Washington (BA International Studies, 1987)

Pomona College, Claremont, California -- general studies; varsity intercollegiate soccer, (1982-1984)

LANGUAGES/COMMUNITY SERVICE

French (fluent), Spanish (conversational)

Advisory Board, Breakthrough San Francisco (primary-level supplemental educational program)

DEAL SHEET

Bristol-Myers Squibb/Oncology Therapeutics Network (OTN)

M&A/Corporate Finance

• $575 million sale of OTN to McKesson Corporation

• Acquisition by OTN of specialty distribution assets from Cardinal Health

• Acquisition by OTN of ivpcare, inc.

• Joint Venture between OTN and CCE Partners (oncology provider network) to form Cancer Clinics of

Excellence, LLC

• Divestiture of OTN by Bristol-Myers Squibb to One Equity Partners

• $300M revolving line of credit from lender syndicate arranged by CIT

• $350M revolving line of credit from Wells Fargo Foothills (re-finance)

• Master lease of 150,000 sq. ft corporate headquarters

• Sublease of 50,000 sq ft facility

Licensing/Strategic

• Authorized Generic arrangement between Bristol-Myers Squibb and OTN (Paraplatin)

• Authorized distribution arrangements with generics manufacturers (Teva, Dr. Reddys and Cipla)

• Manufacturing, conjugation and logistics arrangements with manufacturers of radiolabeled

pharmaceuticals (Zevalin, Bexxar & Quadramet)

• Exclusive hardware and software re-seller arrangements with Pyxis/Cardinal Health, Omnicell, Altos &

AdvancedMD

• SaaS agreements for “LynxMobile”

Government Contracting

CMS Competitive Acquisition Program for specialty pharmaceuticals

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Pharmaceutical Pricing Agreement with Veterans Administration

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Medicaid Pharmaceutical Pricing Agreements

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University of California pharmaceutical supplier contract

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Litigation

Defense of Federal Multi-district litigation (Average Wholesale Pricing) brought against largest

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pharmaceutical manufacturers

Defense of claim by Broadlane for interference with contractual rights

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Prosecution of claim against McKesson for breach of contract

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Defense of claims brought by former employers for harassment & wrongful termination

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Defense of workers compensation claims by current and former employers

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Defense of claim of trademark infringement

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Perkins Coie LLP

CORPORATE EXPERIENCE

Equipment Leasing

• Investment in CAI International by Interpool

• Joint Venture between Curtis Power, LLC and General Electric

• Lease of numerous aircraft powerplants to global air carriers by Curtis Power

• $100M line of credit by Curtis Power, LLC from Finova

• $150M revolving line of credit of CAI International

Healthcare & Financial Services

• Initial launch of concierge medical practice service offering by MD International

• Sale of IMIS, Inc. to Mastek

Biotechnology/Medical Devices

• License of pharmaceutical compounds by Pharmagenesis, Inc.

• Initial Public Offering of Quinton, Inc.

• Formation/tech transfer & Sale of Convergence Pharmaceuticals to ILEX Oncology

Hardware/Software

• Initial Public Offering of AvantGo

• Acquisition of Globalware Computing by AvantGo

• Strategic Alliance between AvantGo and McKesson Corporation

• Sale of PCFirst to FusionOne

• Sale of Signal Technology Labs to Engineering Development Laboratories

Internet/Media

• Sale of WiredPlanet to Listen.com

• Sale of Web21 to Go2Net

• Dozens of preferred stock financings

LITIGATION EXPERIENCE

• Representative clients:

First Databank (division of Hearst Publishing) in defense of pharmaceutical pricing case

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Honeywell in defense of products liability cases

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Smart & Final in defense of wage & hour claims

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State of Alaska v. Exxon-Mobil in petroleum tax collection

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