Sales Manager

H. William Devitt III

Chester, NJ ? (C) 908-***-**** ? ********@*******.***

Executive Profile

. Solution-oriented legal executive capable of serving as divisional,

functional, or transactional Counsel to fill broad needs for legal

talent, develop best-practices operations and contribute to functional

efficiency

. Pharmaceutical and medical device industry experience; significant M&A

transactional background

. Supported and advised internal sales and marketing clients with advice

regarding compliance obligations

Key Skills

Legal - commercial agreement drafting, statutory/regulatory compliance,

advertising reviews, business advisory services, risk management, internal

controls, intellectual property development and licensing

Capital Markets - mergers and acquisitions, business development, capital

structure engineering, strategic planning and analysis, project management,

commercial and investment banking relationships

Experience and Achievements

3D Consulting, LLC Legal & Administration Consultant Chester, NJ

2006 - present

Engaged by public and private companies on several occasions as contract

legal counsel, including:

Catalent Pharma Sr. Counsel (Contract)

Head commercial counsel for a business unit; comprehensive responsibility

for drafting and negotiating a high volume of customer-facing clinical

and pharmaceutical supply agreements, as well as dispute resolution, real

estate issues and vendor contracts

Alpharma Tax Commercial Counsel (Contract)

Legal advisor to Treasury and Tax staff; led a legal simplification

project yielding a $2 million annualized tax savings through an optimized

pharmaceutical holding, operating and financing company structure

Managed legal and operational infrastructure projects for several privately-

owned companies

. Directed financial restructuring to separate Costa Rican affiliate from a

U.S. group

. Drafted and negotiated agreements, including Letters of Intent for

trademark licensing, joint ventures

. Evaluated operational procedures and controls for several clients;

implemented best practices

. Reworked information memoranda and business plan documents to enable

private equity offerings

. Advised on legal, business and financial issues in lease negotiations for

office expansion and renovation

. Worked with new HR manager to develop the function; rewrote employee

handbook

Aircast General Counsel and Secretary Summit, NJ 2003 - 2006

Established an in-house Legal department for a privately held manufacturer

of Class I and II medical devices with 2005 annual sales of $97 million in

15 countries

. Developed user-friendly purchasing and distribution contract forms with

innovative warranty provisions; negotiated and drafted R&D, IT software

and services, sales rep, licensing and employment agreements

. Advised and directed internal compliance / regulatory teams on FDA

requirements, OIG guidelines, HIPAA, Stark laws, CMS reimbursement

issues, FTC advertising rules and corrective action programs

. Managed intellectual property portfolio of over 50 patents and 20

trademarks, with 10 new patent applications in 2005; brought two

infringement lawsuits (both settled on highly favorable terms); initiated

and managed technology licensing program

. Served as a principal company representative in asset sale to Tailwind

Capital (PE firm) and subsequent stock sale to strategic buyer;

established due diligence teams and data rooms; negotiated reps,

warranties, covenants; completed disclosure schedules, HSR and ISRA

filings; participated in integration planning

H. William Devitt III Page 2 of 3

Aircast (continued)

. Achieved significant annual cost reductions by decreasing outside counsel

fees over 50% in first year, in support of lean

manufacturing/operating/overhead initiative (similar to Six-Sigma DMAIC

method)

. Created comprehensive risk management program including insured property

and casualty strategies; performed insurance coverage analysis and

renewal negotiation

. Directed products liability, contracts, and employment matters

litigation; coordinated with insurers

. Key member of strategic planning team that developed and executed

company's first multi-year financial, operational and asset utilization

plan (returned 2 times invested capital upon sale, a 70% IRR)

. Led federal, state and local government lobbying effort with trade and

special interest associations

. Negotiated sales of and managed closings on vacant commercial real estate

. Supported HR function in development of 401K SPD; documented and effected

disciplinary actions and terminations; drafted effective non-disclosure,

non-compete, and invention assignment agreements

Myron Corp. In-House Counsel and Treasurer Maywood, NJ 2000 -

2003

Primary responsibility for all aspects of legal affairs, corporate finance,

taxation and treasury for family-owned direct marketing companies with 2002

annual sales of $150 million in 12 countries

. Served as legal counsel to several related companies; fulfilled corporate

secretarial function, provided business advisory services, and performed

all document drafting and review; directed outside counsel

. Directed an acquisition campaign that initially evaluated over 250

companies; brought 6 deals to the Board in 12 months, resulting in 4

Letters of Intent; arranged financing

. Supervised global tax compliance and planning department, filing over 300

returns annually; evaluated and executed many tax-advantaged

restructuring strategies with a net present value in excess of $2 million

. Managed product design intellectual property portfolio; evaluated

proposed designs and trademarks for novelty; reviewed competitors'

products for infringement and issued cease and desist letters

. Engaged and managed outside counsel to resolve threatened and actual

litigation of commercial matters

. Counseled shareholders to form a family office to professionally manage

and diversify their holdings, establish succession strategies, and

develop integrated estate plans

. Negotiated a committed $45 million syndicated working capital facility;

increased funding replaced at-will lines of credit, reduced shareholder

loans and ensured sufficient liquidity to support new initiatives

Tommy Hilfiger Director of Corporate Finance New York, NY 1996 -

2000

Developed and documented corporate finance projects for a rapidly growing

wholesaler with FY99 annual sales of $1.7 billion; managed operations of a

high-net-worth family office

. Participated in transactional planning and execution teams for $1.1

billion acquisition of licensee

. Managed cross-discipline project teams from product evaluation to

implementation of operating and financial software; involved in

evaluating e-commerce operation alternatives

Saks Fifth Avenue Director of Corp. Finance & Treasury New York, NY

1992 - 1996

Managed, negotiated and documented corporate finance projects for a

retailer owned by Investcorp (PE firm) with FY 96 annual sales of $1.9

billion through over 50 locations

. Worked with teams to devise, document and execute capital markets

transactions (private debt placements, receivables securitization, real

estate monetization and commercial paper programs)

. Developed, negotiated documentation and maintained domestic and

international banking relations; administered compliance with credit

agreements, loan facilities and other financing vehicles

H. William Devitt III Page 3 of 3

Reed International Director of Divisional Finance Secaucus, NJ

1991 - 1992

Coordinated worldwide corporate finance function for 204 million hardcopy

and electronic media travel publication group of 1.6 billion UK publishing

conglomerate

. Co-managed multi-national group restructuring for operating and economic

efficiency; coordinated team members' efforts to resolve legal,

financial, accounting, tax, benefits and operating issues

. Conducted desktop due diligence on business development opportunities and

acquisition candidates

FL Industries Corp. Finance and Treasury Manager Livingston, NJ

1986 - 1991

Participated in buyer and seller due diligence and transition teams for LBO

firm (Forstmann Little); directed treasury and risk management operations

for 3 acquired manufacturing companies with sales of $1.8 billion

. Provided analysis and negotiation support regarding legal, finance,

operational and insurance provisions in contracts for 12 acquisitions and

over 30 asset or stock sales of business units

. Managed property and casualty risk management department; improved loss

prevention and claims administration strategies; coordinated case

management with litigators

. Administered and interpreted Term and Revolving Credit Agreements;

strategized, documented and negotiated numerous refinancings and

amendments

Deloitte & Touche Tax Consultant Princeton, NJ 1985 - 1986

Research, planning and tax compliance for individuals, partnerships, trusts

and corporations; legal drafting and review of memoranda, protests, and

opinion letters; experience in federal and state audits

Education

Juris Doctor University of Pittsburgh School of Law 1985

B.B.A. Accounting University of Notre Dame 1981

Accreditations and Other

Admitted to New Jersey Bar in 1986

Professional Associations: NJ State Bar Association, Association of

Corporate Counsel, former member of New Providence Economic Development

Commission

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