Duane Morris LLPPartner

Kathleen M. Shay

About Kathleen M. Shay

Kathleen M. Shay is a lawyer practicing mergers and acquisitions, venture capital, licensing/strategic alliances and 7 other areas of law. Kathleen received a degree from Villanova Law Review, Editor-in-Chief, 1976-1977, and has been licensed for 49 years. Kathleen practices at Duane Morris LLP in Philadelphia, PA.

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Services

Areas of Law

  • Investments 1
    • Venture Capital
  • Other 9
    • Mergers and Acquisitions
    • Licensing/Strategic Alliances
    • Corporations
    • Partnerships
    • Limited Liability Companies
    • Business Law and Finance
    • Securities Regulation
    • Securities & Investment Fraud
    • Licensing

Practice Details

  • Firm Information
    Position
    Partner
    Firm Name
    Duane Morris LLP
  • Representative Cases & Transactions
    Cases
    Representative Matters: Represented Integral Molecular, a biotechnology company specializing in discovering therapeutic antibodies-
    the industry leader in membrane protein solutions-in its research collaboration
    licensing agreement with Context Therapeutics, a clinical-stage women's oncology company, to advance a potential gynecological cancer therapy involving an anti-claudin 6 (CLDN6) bispecific monoclonal antibody.
    Represented AgriMetis, LLC, a company working to fulfill the emerging need for sustainable crop protection products by applying cutting-edge technology
    novel business models, in connection with the sale of its lead asset
    related product development program to BASF, the German multinational chemical company.
    Represented Annovis Bio, Inc. (NYSEAMERICAN: ANVS ), a manufacturer of pharmaceuticals for the treatment of neurodegenerative diseases, in connection with its initial public offering.
    Represented Intact Vascular, Inc., a developer of medical devices for minimally invasive peripheral vascular procedures, in its $25 million Series C Preferred Stock extension financing, with Vensana Capital as the lead investor. Vensana was joined by existing investors, including New Enterprise Associates, H.I.G. Bioventures,
    Quaker Partners.
    Represented Complexa Inc., a clinical stage biopharmaceutical company focused on transforming the treatment of fibrosis
    inflammation-associated orphan diseases, in connection with a $28 million Series C-1 Preferred Stock financing, of which approximately $12 million was sold at the initial closing. The financing was led by New Enterprise Associates
    Pfizer Venture Investments, LLC. Participation in the financing also included BioDiscovery 5 represented by Andera Partners, HBM Healthcare Investments Ltd.
    JAFCO Investment Ltd. The financing was a follow-on investment to the Company's sale of $40.261 million of Series C Preferred Stock in July 2016 to the same lead investors.
    Represented Vesper Medical, Inc., a private medical device company developing innovative venous stent solutions for peripheral vascular disease, in its $37 million Series B Preferred Stock financing. Lead investors Vensana Capital
    Gilde Healthcare were joined by existing investors New Enterprise Associates
    Quaker Partners.
    Represented Tangen Biosciences, Inc., a molecular diagnostic company, in its $9 million Series A Preferred Stock financing. The financing was led by Connecticut Innovations, with participation by existing
    new investors, including VC23, Axiom,
    Leading Edge Ventures.
    Represented VenatoRx Pharmaceuticals, Inc., a biopharmaceutical company developing next-generation antibiotics, in connection with the sale of $42 million of Series B Preferred Stock to various investors, including Abingworth, Foresite Capital
    lead investor Versant Ventures, with an additional $5 million follow-on investment of Series B Preferred Stock by Everest Medicines II Limited.
    Represented a pharmaceutical company developing injectable products to treat allergic reactions in its acquisition by a developer of specialty pharmaceutical products
    the transaction included significant upfront cash consideration, additional milestone payments,
    contingent consideration based on product sales.
    Represented Psyadon Pharmaceuticals, Inc. in its acquisition by a subsidiary of Paragon Biosciences, bringing with it rights to develop, register
    market ecopipam, a new chemical entity with orphan drug designation for the treatment of pediatric Tourette Syndrome.
    Represented AgriMetis, LLC, a private company innovating agricultural crop protection products, in its $23.5 million Series B financing, in which new investors
    company's co-founders participated
    h
    led ongoing negotiations with collaborative
    strategic alliances.
    Represented Strata Skin Sciences, Inc. (SSKN: Nasdaq), a dermatology
    plastic surgery company, in a $17 million common stock financing led by Accelmed Growth Partners, an investment firm focused on medical technologies, which resulted in the appointment of a new CEO
    a restructuring of the Board of Directors.
    Represented CD Diagnostics, Inc., a Delaware-based diagnostics company focused on developing immunoassays
    biomarker testing to inform treatment decisions that improve patient outcomes, in its sale to Zimmer Biomet Holdings, Inc. (NYSE
    SIX: ZBH), a global leader in musculoskeletal healthcare.
    Represented Celator Pharmaceuticals, Inc. (NASDAQ:CPXX) in a follow-on underwritten public offering of four million shares of common stock at a price of $9.50 per share, with expected gross proceeds of $38 million.
    Represented Inovio Pharmaceuticals, Inc. in entering into an agreement to gain all of Bioject Medical Technologies' assets for $4.5 million in stock
    $1 million in cash. Inovio plans to launch a device combining its needleless, skin-surface electroporation technology with Bioject's jet injection technology.
    Represented MELA Sciences, Inc. (NASDAQ:MELA) in its purchase of the XTRAC
    VTRAC Dermatology business from PhotoMedex, Inc. for $42.5 million in cash
    the assumption of certain business-related liabilities
    the related financing with institutional investors consisting of a private placement of $42.5 million aggregate principal amount of senior secured notes
    convertible debentures
    warrants to purchase 3.0 million shares of common stock.
    Represented Intact Vascular, Inc., a developer of medical devices for minimally invasive peripheral vascular procedures, in its $38.9 million Series B Preferred Stock financing to accelerate the development
    FDA approval of the company's endovascular dissection repair technology.
    Represented Inovio Pharmaceuticals, Inc. (NYSE MKT: INO) in its public offering of 10.925 million shares of its common stock for total gross proceeds of $87.4 million.
    Represented Current Analysis, Inc., an IT
    telecom market-research firm, in the sale of the company to Progressive Digital Media Group through a merger transaction for a purchase price of $19.6 million.
    Represented Inovio Pharmaceuticals, Inc. (NYSE MKT: INO) in an underwritten public offering, the gross proceeds of which were approximately $64 million.
    Represented Gliknik Inc., a privately held biopharmaceutical company, in negotiating an exclusive worldwide license agreement with Pfizer Inc. for Gliknik's recombinant stradomer GL-2045, a drug c
    idate designed to replace
    improve on pooled human intravenous immunoglobulin (IVIG). Gliknik received an upfront payment of $25 million
    is eligible to receive development, regulatory
    commercial milestone payments
    tiered, double-digit royalties on net sales of any products commercialized under the license agreement.
    Represented Inovio Pharmaceuticals, Inc. with regard to a collaboration agreement with Roche to research, develop
    commercialize Inovio's highly-optimized, multi-antigen DNA immunotherapies targeting prostate cancer (INO-5150)
    hepatitis B (INO-1800) as well as use of Inovio's CELLECTRA electroporation technology for delivery of the vaccines. The deal called for Inovio to receive an up-front payment of $10 million, as well as milestone payments of up to $412.5 million.
    Counsel to Celator Pharmaceuticals, Inc. (NASDAQ - CPXX), which is developing oncology drugs, in transitioning from a venture-financed company to a public company
    raising more than $125 million in several rounds of financing from venture capital
    other accredited investors since 2005. Celator evolved from technology developed at the British Columbia Cancer Agency
    maintains a subsidiary in Vancouver, British Columbia. The Series B round included a completed cross-border restructuring. After subsequent venture financings, we represented Celator in attaining status as a public company through a Form 10 filing, followed by a $39.3 million private placement led by Valence Life Sciences.
    Represented Marinus Pharmaceuticals, Inc., a neuroactive steroid developer, in its $21 million Series C financing from U.S. venture capital firm Domain Associates, LLC, Russian state-owned investment fund RusnanoMedInvest,
    co-investors Canaan Partners, Sofinnova Ventures
    Foundation Medical Partners.
    Counsel to Novira Therapeutics, Inc., an antiviral drug discovery company developing first-in-class antiviral therapeutics for the treatment of chronic HBV
    HIV infections, in a $25 million Series A Preferred Stock financing, which was invested in two tranches in August 2012
    February 2013, respectively.
    Represented CD Diagnostics, Inc., a diagnostics company, in its Series A preferred stock financing
    a strategic partnership with Zimmer Inc.
    Represented Bioconnect Systems, Inc., a medical device firm, in raising $9.1 million in a private stock sale.
    Represented Agile Therapeutics, Inc., a transdermal contraceptive patch developer, in more than $100 million preferred stock financing
    numerous strategic relationships
    other business transactions.
    Counsel to Inovio Pharmaceuticals Inc., a publicly traded biotechnology company focused on the development of DNA vaccines. Inovio was formed in 2008 upon the merger of equals of Inovio Biomedical Corporation
    VGX Pharmaceuticals, Inc. Served as counsel to VGX Pharmaceuticals in the merger
    as outside corporate counsel to VGX Pharmaceuticals for several years prior thereto.
    Represented Protez Pharmaceuticals, Inc. in two rounds of Preferred Stock financing from venture capital investors
    its acquisition by Novartis Pharmaceuticals Corporation, a structured acquisition with a $100 million up-front payment. Counsel to Protez Pharmaceuticals in venture capital financings
    business initiatives for several years prior to its sale.
    Represented Prinston Pharmaceutical, a generic drug company subsidiary of China-based Zhejiang Huahai Pharmaceutical Ltd., in the acquisition from Par Pharmaceutical of a drug manufacturing plant in Charlotte, N.C.
    the right to produce
    market 18 generic medicines.
    Represented Psyadon Pharmaceuticals in an in-license of a drug compound from Schering Corporation (now Merck).
    Counsel to a start-up pharmaceutical company in its licensing agreement from the University of Chicago. Also represent the client in an ongoing search for its seed round of venture capital financing to enable it to commercialize preventative treatments for necrotizing enterocolitis
    inflammatory bowel disease.
    Counsel to emerging businesses in structuring, negotiating
    drafting venture capital
    other private equity financing arrangements
    related corporate governance, executive compensation, securities law compliance
    due diligence issues.
    Counsel to both buyers
    sellers in public
    private acquisition
    divestiture transactions, including assistance with structuring the transaction from business
    tax perspectives, undertaking due diligence, negotiating
    drafting the documentation,
    closing
    post-closing representation.
    Counsel to public companies in connection with securities regulation reporting
    financing activities.
    Counsel to biotechnology
    other life science companies in the structure, negotiation
    drafting of various types of technology transfer, licensing
    collaboration agreements relating to novel technologies.
    Counsel to private equity funds, including structuring
    formation advice, assisting with the preparation of offering materials
    securities law compliance in raising capital,
    representing the funds in structuring
    making investments in portfolio companies
    real estate transactions.

Experience

  • Bar Admission & Memberships
    Admissions
    1977, Pennsylvania
    1977, Supreme Court of Pennsylvania
    U.S. Court of Appeals for the Third Circuit
    U.S. District Court for the Eastern District of Pennsylvania
    Memberships

    Professional Activities

    •Association for Corporate Growth
    •Pennsylvania Biotechnology Association
    BIOTECH 2006, 2004, 2003 and 2002 Symposium Committees
    •Greater Philadelphia Alliance for Capital and Technologies (PACT)
    - Founding member of the Board of Directors and Executive Committee, 2010, 2011
    •Alliance of Women Entrepreneurs, legal counsel and former director
    •American Bar Association
    - Business Law Section
    •Pennsylvania Bar Association
    - Corporation, Banking and Business Law Section
    •Philadelphia Bar Association
    - Business Law Section
    -- Executive Committee, member since 2001
    --- Chair, 2005
    --- Vice Chair, 2004
    --- Treasurer, 2003
    --- Secretary, 2002
    - Steering Committee on Securities Regulation
    --- Chair, 2001
    --- Vice Chair, 2000
    --- Secretary, 1999
    •Order of the Coif

  • Education & Certifications
    Law School
    Villanova University School of Law
    Class of 1977
    J.D.
    Other Education
    Villanova Law Review, Editor-in-Chief, 1976-1977
  • Personal Details & History
    Age
    Born in 1952
    Drexel Hill, Pennsylvania, February 21, 1952

Kathleen M. Shay

Partner at Duane Morris LLP
Not yet reviewed

30 South 17th StreetPhiladelphia, PA 19103U.S.A.

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