2301 One PPG Place

Pittsburgh, PA 15222

acerminaro@geflaw.com

I am a strategic business lawyer and technology attorney. I work with my clients to help them protect, commercialize and use technology-related assets throughout the various stages of a company's growth. I drive technology transactions as a collaborative partner, bringing industry experience, an understanding of technology and business know-how to every deal.

I deliver peace of mind by using my expertise and experience to solve problems and help my clients take advantage of opportunities in the following areas: Technology and software licensing, joint ventures, distribution agreements and strategic alliances; Acquisitions and divestitures and M&A due diligence; E-Business operations; Corporate governance and Regulatory Compliance, including the use of open source software and information security.

More information is available at http://www.anthonycerminaro.com(approve sites)

University of Pittsburgh School of Law, Pittsburgh, Pennsylvania

Juris Doctor, Law Review

Princeton University, Princeton, New Jersey

B.A. Economics

GEFSKY AND LEHMAN, P.C., Pittsburgh, Pennsylvania

(Highly regarded specialty business law firm)

Attorney, 1989-2005

• Advised business clients on wide range of issues including capitalization, bank and equity financing, director and officer liability, commercial transactions, trade secret and intellectual property protection and commercialization, securities compliance, employee relations, mergers and acquisitions
• Represented companies in the electronics, software, computer, telecommunications, semiconductor, e-commerce, internet, medical device and biotechnology industries, as well as traditional manufacturers and service companies
• Structured and negotiated a wide array of technology-based commercial transactions, including ASP, outsourcing, OEM, VAR, R&D collaboration, strategic alliance, co-promotion, joint marketing, NDA, LOI, MOU and other IP arrangements
• Drafted numerous website and e-commerce agreements for on-line and "bricks and mortar" companies, including click-wrap licenses, privacy and security policies, on-line sales agreements, terms and conditions of use, linking and framing agreements
• Prepared and reviewed a broad range of licensing and related contracts including patent, copyright, know-how, multimedia and software licenses, software and website development agreements, maintenance and support agreements
• Advised regarding human resources management, stock option and other incentive compensation and benefit plans, employee invention, secrecy and restrictive covenants
• Negotiated many other commercial and financial transactions including angel, Series A and later rounds of financing, sales agreements, technology transfer agreements, franchises and distributorships, equipment and real estate leases
• Planned and documented private securities offerings of common and preferred stock, limited partnership units and debentures
• Devised strategy for and implemented a takeover of $15 million steel processing company, forming investor/lender coalition
• Advised and organized federally registered investment adviser with over $300 million in managed assets
• Represented the inventor of an internet search engine in IPO
• Drafted and negotiated documentation, managed and coordinated all tasks required to close multiple mergers and acquisitions
• Representative transactions included sale of steel processor, sales and purchases of several manufacturers, sale of a systems integrator to a publicly traded corporation, sale of a transportation business; acquisition of a medical instrument business

PPG INDUSTRIES, INC., Pittsburgh, Pennsylvania

($8 billion, Fortune 200, chemicals and glass producer)

In-House Counsel, 1981-1989

• Delivered timely and practical advice and service to senior executives regarding domestic and international business, securities compliance and corporate governance
• Drafted 34 Act filings including SEC registration statements, stock exchange listing applications and proxy statements
• Drafted the 1984 Stock Option Plan of the Company
• Independently developed specialty practices in computer, import, export and oil and gas law
• Drafted and initiated use of a master purchase contract for computer hardware and software acquisitions
• Wrote the Company personal computer security policy
• Prepared and presented a transfer pricing ruling request that resulted in significant, ongoing savings on duties on cross-border intra-company shipments
• Drafted an export controls awareness document for worldwide distribution.
• Counseled top management regarding all legal aspects of independent oil and gas exploration and development company. Documented the divestiture of the business.
• Drafted and negotiated documentation for other divestitures, as well for the acquisition of chemicals and other businesses.
• Negotiated and drafted many types of commercial contracts, including sales, purchasing, joint venture, tolling, lease, construction, agency and distributor agreements.
• Hired and coordinated the conduct of litigation and arbitration with outside counsel

I have published numerous articles and items at my law blogs:

• Bizz Bang Buzz (focusing on entrepreneurship, small business and technology) http://bizzbangbuzz.blogspot.com(approve sites)
• NanoTechLex (regarding nanotechnology) http://nanotechlex.blogspot.com(approve sites)
• LifeScienceLawyer (concerning biotechnology) http://lifesciencelawyer.blogspot.com(approve sites)
• RoboLexTech (re: robotics) http://robolextech.blogspot.com(approve sites)
• DealAttorney (focusing on commercial and financial transactions) http://dealattorney.blogspot.com(approve sites)

Each of these are accessible at http://www.anthonycerminaro.com(approve sites).

Cerminaro, A. R. (2003), Tech Start-ups' Positioning Key to Landing Capital, Pittsburgh Post-Gazette; April 1, 2003

Cerminaro, A. R. (2002), What's in an Agreement? Get the Lowdown on Non Agreements, Employment Contracts and the Like. T.E.Q., the monthly magazine of the Pittsburgh Technology Council, June, 2002

Cerminaro, A. R. (2001), The Deal of a Lifetime: Legal Aspects of Buying and Selling a Business. Pittsburgh Legal Journal, 1995