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Stephen M. Goodman acts as outside general counsel to a variety of public and private companies, particularly those involved in the development, exploitation, purchase and sale of intellectual property and technology assets, such as publishing and media companies, computer software and Internet companies, and pharmaceutical and biotechnology companies. With extensive experience in mergers and acquisitions, as well as capital formation and corporate finance, his particular expertise encompasses domestic and cross-border grants or transfers of rights of these assets (including joint venture and product development arrangements as well as licensing, distribution and marketing agreements); and proprietary rights issues (including practical application of trade secret laws, development of employee policies on confidential information and related nondisclosure agreements).
Mr. Goodman has been responsible for negotiating and documenting the following representative transactions:
A license for exclusive worldwide rights to patents and patent applications from an academic institution covering a naturally occurring peptide and its derivatives in the fields of obesity, appetite suppression, reducing food intake, inducing weight loss and inducing satiety
A Feasibility Study, Option and License Agreement for the development of a client’s lead drug candidate for moderate-to-severe pain
A private financing of $8.4 million to advance a client’s two lead drug programs, a new class of antibacterial agents targeting infectious disease called BAR (beta-lactam activity restoring) compounds and certain small molecules targeting inflammatory disease by disabling the TNF receptor
An exclusive license to discover, develop, and commercialize RNAi therapeutics directed against TNF-alpha, a protein associated with inflammatory diseases including rheumatoid arthritis
Acquisition of all patent rights for a group of compounds believed to have wound-healing and other regenerative properties, together with clinical trial data filed with regulatory agencies related to these compounds
A double-dummy reverse merger to combine two development-stage biotechnology companies, creating a single company with multiple drug programs
Form Master License and Maintenance Agreement for use with customers of client marketing sophisticated warehouse management software
Agreements with major textbook publishers for conversion of print or electronic textbooks into interactive formats utilizing client’s proprietary software and coding
Mr. Goodman is a 1977 graduate of New York University School of Law, where he was Order of the Coif and Articles Editor of the Annual Survey of American Law.
Previous Positions
Willkie Farr & Gallagher LLP, Associate (1977-80)
McGraw Hill Publishing Co. (1972-74)
Publications
Author, Owning the Record Whose E-Document Is It Anyway?, Bloomberg Corporate Law Journal, Volume 4, Winter 2009
Member, Editorial Board (2007-08) and Co-Editor, Winter 2008 issue, of The SciTech Lawyer (published by the American Bar Association Section of Science and Technology)
Author, National Security and Scientific Research - Tips On How To Avoid Violating Export Control Regulations, Genetic Engineering News (February 2007)
Author, Good Faith and the Directors' Duty to Seek Information, New York Law Journal, September 23, 2004
Author, Raising Money on the Internet: What You Don't Know Could Hurt You, AlleyCat News, December 1999.
Author, California Publicity Bill Pits Stars Against Studios, National L.J., Oct. 25, 1999, p.C-12
Speaking Engagements
Co-Instructor, The ‘Win-Win’ Collectively Agreement: Practical and Ethical Negotiating and Drafting Strategies, American Conference Institute’s 11th Advanced Forum on Structuring, Negotiating and Managing Pharma/Biotech Collaborative Agreements Allocating Rights, Responsibilities & Rewards in Licensing, Strategic Alliances and Partnering Deals, Manhattan (November 2008)
Organizer, Emerging Issues In Biotechnology Law, ALI-ABA Conference, Washington, DC (September 2007)
Moderator, Seminar entitled Tissue Regeneration Without Use of Embryonic Stem Cells, Manhattan (May 2006)
Chair, Beyond Legal: A Business Approach to Corporate Governance, American Bar Association's Tort Trial & Insurance Practice Section, Manhattan (May 2006)
Teaching Positions
Adjunct Professor of Copyright Law, Pace University School of Law (1996-97).
Professional Affiliations
New York State Bar Association, Member, International Law Section, Committee on International Intellectual Property
American Bar Association: Co-Chair of Corporate Governance Task Force of the Tort, Trial and Insurance Practice Section (2006); Member, Sections on Business Law; Science and Technology (Biotechnology Committee) and Intellectual Property
Other Activities
Former President (2001-04) and Member of Executive Committee, Westchester (NY) Chapter, American Jewish Committee
Member, Business Advisory Board, Institute for the Study of Aging/Alzheimer’s Drug Discovery Foundation |
