| STEPHEN M. GRAHAM |
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| Emphasis |
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Corporate Governance Advice |
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Emerging Companies |
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Internal and Audit Committee Investigations |
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Mergers and Acquisitions |
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Securities Offerings |
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Venture Capital and Strategic Investments |
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| Profile |
Stephen Graham is co-chair of Fenwick & West's Life Sciences Practice, and is a partner in the corporate group. He is resident in the firm's Seattle office, where he is the Managing Partner.
Mr. Graham focuses his practice in the areas of private and public mergers and acquisitions, public offerings, private placements, and general corporate matters, including advising boards of directors, audit, compensation and nominating/corporate governance committees, preparation and filing of periodic SEC reports and other securities law compliance, including the Sarbanes-Oxley Act and disclosure issues with respect to Rule 10b-5 and Regulation FD.
Mr. Graham's diverse practice is focused on the representation of emerging and established high growth companies. He has represented companies and investment banks in numerous initial public offerings, a wide variety of merger and acquisition transactions, and private offerings of debt and equity.
Mr. Graham has been recognized by Chambers USA as one of the top corporate and mergers and acquisitions lawyers in Washington. He is also a "Super Lawyer" award recipient, 2000 - 2010, was ranked as one of the Top 100 Super Lawyers in 2005 by Washington Law & Politics, received the Top Lawyers award from Seattle Magazine in 2003, is listed in Who's Who in America by Marquis Biographical Reference, and is a member of Pi Sigma Alpha. Mr. Graham is active in community affairs, currently serving on the Board of Directors of the Washington Biotechnology and Biomedical Association and as chair of the Fred Hutchinson Cancer Research Center Institutional and Individual Conflict of Interest Committees.
Prior to joining Fenwick & West, Mr. Graham was a corporate partner with Orrick, Herrington & Sutcliffe LLP, where he was the chair of the global Corporate Practice Group.
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| Education |
Yale Law School, J.D., 1976 Iowa State University, B.S., 1973
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| Admitted to Practice |
Member of the State Bar of Washington. |
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| Additional Information |
Representative transactions include:- ZymoGenetics, Inc. Mr. Graham represented ZymoGenetics, Inc., a biopharmaceutical company focused on the development and commercialization of therapeutic proteins, in connection with its $96 million confidentially managed public offering.
- Teikoku Pharma USA, Inc. Mr. Graham represented Teikoku Pharma USA, Inc., a world leader in high-quality drug delivery systems, in connection with its acquisition of Travanti Pharma Inc.
- LipoSonix, Inc. Mr. Graham represented LipoSonix, Inc. in connection with its $300 million sale to Medicis Pharmaceutical Corporation.
- Becton, Dickinson and Company. Mr. Graham represented Becton, Dickinson and Company, a global medical technology company that manufactures medical supplies, devices, laboratory equipment and diagnostic products, in connection with its acquisition of Cytopeia Incorporated.
- Symetra Financial Corporation. Mr. Graham has represented Symetra Financial Corporation since its inception in 2004, following its sale by Safeco Insurance. He represented Symetra in connection with its $300 million 144A convertible debt offering.
- SonoSite, Inc. Mr. Graham has represented SonoSite, the leading provider of highly portable, all-digital ultrasound imaging devices, since its spin-off from ATL. He has represented SonoSite in a number of transactions, including its $200 million convertible note offering.
- Targeted Genetics Corporation. Mr. Graham has represented Targeted Genetics, a developer and marketer of gene and cell therapy products, since its inception in 1982, including in several public offerings.
- Cardiac Dimensions, Inc. Mr. Graham has represented Cardiac Dimensions, a medical device company specializing in treating heart failure without open cavity surgery, in connection with general corporate matters and venture financings.
- Immunex Corporation. From its inception in 1981 and until its sale to Amgen in mid-2002, Mr. Graham represented Immunex in a variety of corporate matters, including its initial public offering, its $750 million merger with American Cyanamid, public debt and equity offerings, securities law compliance, mergers and acquisitions and the successful defense of a hostile takeover attempt by American Home Products. He advised Immunex in its $3.2 billion public offering, the largest biotechnology stock offering at the time.
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| Representative Clients |
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Accelerator Corporation |
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Acucela Inc. |
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Allozyne, Inc. |
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Amnis Corporation |
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Becton, Dickinson and Company |
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Cardiac Dimensions, Inc. |
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Corixa Corporation |
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Corus Pharma, Inc. |
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Cray Inc. |
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ICOS Corporation |
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Immunex Corp. |
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InControl Inc. |
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LipoSonix, Inc. |
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NeoStim, Inc. |
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Rothman Healthcare Research |
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SonoSite, Inc. |
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Symetra Financial Corporation |
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Targeted Genetics Corporation |
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Teikoku Pharma USA, Inc. |
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Theraclone Sciences, Inc. |
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VLST Corporation |
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WatchGuard Technologies, Inc. |
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ZymoGenetics, Inc. |
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