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  PARTNER JCHAPMAN@FOLEY.COM 650.251.1120 975 PAGE MILL ROAD PALO ALTO, CA 94304-1013 SUITE 2201, JIN MAO TOWER 88 CENTURY BOULEVARD SHANGHAI 200121 CHINA

James C. Chapman is a partner with Foley & Lardner LLP where he focuses on securities law, venture capital, mergers and acquisitions, and international business transactions. Mr. Chapman has more than 25 years experience in corporate and securities law and has been involved in over 250 mergers, acquisitions, and financing transactions. These transactions have included public offerings, private placements, debt financings, venture capital transactions, stock sales, asset sales, mergers, reorganizations, and recapitalizations. He is a member of the firm’s Private Equity & Venture Capital, Green Energy Technologies and Transactional & Securities Practices, as well as the Emerging Technologies Industry Team.

Mr. Chapman also has a significant background in international transactions, particularly dealing with China and Chinese-related companies. These transactions include both assisting Chinese companies invest and raise capital in the U.S. and helping U.S. firms make investments and operate in China. From the media industry to the pharmaceutical industry, Mr. Chapman has been engaged in working with clients on numerous China-U.S. transactions and matters.

Prior to joining Foley, Mr. Chapman established the Nixon Peabody LLP Silicon Valley office and served as its managing partner for two and a half years. He also had a major role in the development of Nixon Peabody’s China practice.

James C. Chapman

 

 

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His recent engagements include:

Mergers & Acquisitions

» Represented medical device manufacturer in connection with the sale of the company.

» Represented PC Board specialty manufacturer in connection with the sale of the company.

» Represented advertising agency in connection with the acquisition of three companies.

» Represented investment banker in connection with the $750 million sale of a medical device company.

» Represented Pigeon Point, Inc. in connection with its sale to Actel.

» Represented Wrapsidy LLC in connection with the sale of the company to SQAD, Inc.

» Represented Bellatore, LLC in connection with the acquisition of Capital Asset Management, Advisory Partners and the financial advisory division of Nationwide Insurance.

» Represented Business Finance Capital Corporation in connection with its merger with First Community Bank.

Venture Financings

» Represented the Band of Angels in connection with four of its investment transactions in 2011 and five of its investment in 2012.

» Represented iCharts, Inc. in connection with its seed and Series A Preferred Financings.

» Represented Senodia Technologies, Inc. in connection with its Series B Preferred Financing.

» Represented Scent Sciences Corporation in connection with its Series A Preferred Financing.

» Represented FiveRun, Inc. in connection with its seed financing.

» Represented Zippi Networks in connection with an $11 million equity line of credit with Palm Valley Capital.

» Represented Bellatore, Inc., in connection with its $11 million Series A financing.

» Represented Fat Spaniel Technologies, Inc., in connection with its Series A Preferred and bridge financings.

Fund Formation

» Represented Menlo Asset Backed Partners II in connection with its investment fund formation.

» Represented China Start-up Republic in connection with its investment fund formation.

» Represented the Band of Angels Acorn Fund I in connection with its investment fund formation.

» Represented Menlo Equities and its investment funds in connection with Dodd-Frank Act compliance.

» Represented Austin Glen Core LLC in connection with its formation and structure of its real estate acquisition fund.

» Represented TAS Commerce Fund I in connection with its formation and structure of its Asia investment fund.

» Represented Northwest Fund I in connection with the sale of Series C membership units.

 

 

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» Represented Northwest Fund I in connection with the sale of Series A and B membership units.

China

» Represented large multi-billion US semiconductor company in connection with its China transactions.

» Represented large US technology company in connection with the sale of a patent portfolio for mobile chipsets to Chinese company.

» Represented large US technology company in connection with the license of certain semiconductor patents to a Chinese company.

» Represented US Fortune 50 company in connection with investment in and technology transfer to company in China.

» Represented Chinese incubator in connection with its legal matters in China.

» Represented life science SAAS company in connection with the license and distribution of its services in China.

» Represented clean technology company in connection with a joint venture and license of technology to Chinese partner.

» Represented US Pharma company in connection with research and development agreement with Chinese company.

» Represented US medical products manufacturer in connection with its joint venture in China.

» Represented Sierra Asia Partners in connection with the reorganization of its US and China operations.

» Represented SST Communications (Singapore), as co-counsel with King & Wood, in a joint-venture.

» Represented Tiens BioTech Group, USA, in its merger with Tianshi International Holdings Group of China.

» Represented China Agritech (PRC), along with co-counsel King & Wood in PRC, in its U.S. public offering

Mr. Chapman has been Peer Review Rated as BV® Distinguished™, a mark of excellence in Martindale-Hubbell's peer review rating system and in 2010 he was recognized in the Legal 500 as one of the top mergers & acquisitions attorneys in the U.S. He was recently named one of the "Top 25 Clean Tech Lawyers in California" by the Daily Journal (2011). Mr. Chapman was selected for inclusion in the Northern California Super Lawyers® lists (2004-2008, 2012). He also was recognized as one of "Silicon Valley’s Top Attorneys" by San Jose Magazine (2003-2007).

Mr. Chapman earned both his law degree (J.D.) and his master’s degree (M.B.A.) from Santa Clara University. He is a graduate of Catholic University of America (B.A.).

Mr. Chapman is admitted to practice in California.

His recent articles and publications include:

» “Joint Ventures in China: What Every CEO Should Know,” Association of Corporate Counsel, Lexology, June 6, 2012; Law360, June 20, 2012

» “Eight Trends in Venture Capital 2012,” Law360, June 4, 2012

 

 

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» “Cleantech Patents and Investment: What to Expect in 2012,” co-authored with John Lazarus, Law360, February 29, 2012

» “Clean Technology Innovation in China,” co-authored with Willa Qian, Esq., Top Capital Magazine, October 2011; Eye on China-Foley China Quarterly Newsletter, February 2012

» “Cleantech Revolution Continues,” Daily Journal, December 23, 2011

» “Clean-tech Investment: What Every Entrepreneur Should Know,” Daily Journal, December 14, 2011

» “Company for Sale: Five Common Mistakes to Avoid”, Daily Journal, November 10, 2011

» “Mergers and Acquisitions in China Part II: Anatomy of a Deal in the Middle Kingdom,” co-authored with Linda Ji, Esq., Corporate Finance Review, November-December 2011

» “Tumultuous Times: Trends in Venture Capital,” Daily Journal, October 14, 2011

» “Mergers and Acquisitions in China Part I: Anatomy of a Deal in the Middle Kingdom,” co-authored with Linda Ji, Esq., Corporate Finance Review, September-October 2011

» "Brave New World: Technology Transfer to China," The Licensing Journal, Vol. 31, No 7, August 2011

» "'JIAO PENGYOU'—A Guide for Successful Business Relationships in China," AMA’s Leader’s Edge, March 2011

» "Mergers and Acquisitions in China: Current Trends and Challenges in the Middle Kingdom," published by The Association for Corporate Growth, January 2011, by James C. Chapman, Partner, Foley & Lardner, and Linlin Li, Attorney

» "Intellectual Property Protection in China- Building the Proper Foundation," Nixon Peabody LLP, May 2009

» "M&A in China – Ten Strategies For Successful Cross-Border Transactions," Asian Counsel, September 2008

» "The Road to China: Ten Key Lessons for doing Business in China," The Licensing Journal, Vol. 28, No. 7, August 2008

» "In the Eye of a Hurricane - Duties of Directors in a Turbulent Environment," Software Developer’s Forum Newsletter, August 2008

» "China IPOs—The Era of Transition," Asian Counsel, May 2008

» "Trends in Mergers & Acquisitions," Band of Angels Newsletter, March 2008

» "The Road to China: Ten Key Lessons on Doing Business in China," Nixon Peabody LLP, March 2008

» "Traps for the Unwary: The Application of the United States Foreign Corrupt Practices Act in China," Nixon Peabody LLP, March 2008

» "Trends in IPOs," Corporate Counselor, September 2007

» "Trends in IPOs," Band of Angels Newsletter, September 2007

» "Private Equity in China," Nixon Peabody Private Equity Alert, July 2007

» "Entering China: Legal Recommendations for Ensuring Success in a Foreign Market," San Jose Magazine, Vol. 9, Issue 10, October 2006

 

 

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» "Mergers and Acquisitions: Integration, the Key to Success," Bay Area Lawyer, Vol. 2, Issue 4, July 2006

» "Entrepreneurialism 101: Five Key Characteristics of Successful Entrepreneurs," Bay Area Lawyer, Vol. 2, Issue 3, May 2006

» "Life and Death on the Corporate Battlefield: Advice to Management Employees Departing to Form New Companies," Bay Area Lawyer, Vol. 2, Issue 2, March 2006

» Don’t Turn a Dream Into a Nightmare: The Five Most Common Mistakes Entrepreneurs Make When Selling Their Businesses," Bay Area Lawyer, Vol. 2, Issue 2, March 2006

» "Minding Your Client’s Business: Becoming an Indispensable Resource— Five Tips on Delivering for Business Clients," Bay Area Lawyer, Vol. 2, Issue 1, January 2006

 

 

 

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  ASSOCIATE ANIE@FOLEY.COM 650.251.1124 975 PAGE MILL ROAD PALO ALTO, CA 94304-1013

Alex Y. Nie, an associate with Foley & Lardner LLP, is a member of the firm’s Chemical, Biotechnology & Pharmaceutical and Electronics Practices and the Life Sciences Industry Team.

Dr. Nie’s practice entails the procurement of patents and related counseling in matters in life science and information technology.

With respect to life science, Dr. Nie’s focus is on personalized medicine, computational biology and chemistry, in vitro diagnostics and stem cell technology in addition to conventional biotechnology and pharmaceuticals.

Within information technology, Dr. Nie’s practice relates to general software and hardware, such as those involving machine learning methods, encryption technologies, mobile platform and digital circuit design.

Prior to his legal career, Dr. Nie was a senior scientist with Johnson & Johnson Pharmaceutical R&D, L.L.C. During his seven year-tenure at the company, Dr. Nie developed new biomarkers for drug safety evaluation using genomics, machine learning and statistical approaches. He was a Johnson & Johnson representative to the Critical Path Institute, an industry-wide collaborative effort to improve the drug approval process.

Dr. Nie earned his J.D. degree from Rutgers School of Law – Newark. He is a graduate of Rutgers – New Brunswick (Ph.D. in biochemistry and M.S. in computer science). Dr. Nie received an M.S. degree in molecular biology from the University of Science & Technology of China and

Alex Y. Nie

 

 

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a B.S. degree in biochemistry from Wuhan University.

Dr. Nie has published 25 peer-reviewed scientific articles and two book chapters. He received an NIH grant and has served as a committee member for various scientific organizations, including the International Life Science Institute/Health and Environment Sciences Institute (ILSI-HESI), the Critical Path Institute, and FDA’s HL7/CDISC/I3C Pharmacogenomics Data Standards Committee. He was a session chairman and invited speaker at the Drug Information Association’s 2006 annual conference in Paris.

Dr. Nie is a member of the State Bar of California, and is registered to practice before the United States Patent and Trademark Office.

Dr. Nie’s selected publications include:

» Nie, "USPTO’s 2010 – 2015 Strategic Plan," published in Foley & Lardner LLP Fall 2010 edition of Legal News: China Quarterly Newsletter, Eye on China (October 2010)

» Best, Carsten and Nie, "Ninth Circuit," Ch. 10 in Patent Obviousness in the Wake of KSR International Co. v. Teleflex Inc., (Paul. M. Rivard and Alan Gardner, eds., 2010)

» Wright Bonnilla, Brinckerhoff, Konski and Nie, "Patent Eligibility of Personalized Medicine Method Claims Confirmed by Federal Circuit in Prometheus Labs., Inc. v. Mayo," published in Foley & Lardner LLP Legal News Alert: Biotechnology & Pharmaceutical (September 2009)

» Konski, Brinckenhoff and Nie, "Genes Under the Microscope – Novel or Not?" published in Intellectual Property Today (July 2009)

» Nie, "Introduction to the U.S. Patent Reform Act of 2009," published in Foley & Lardner LLP Summer 2009 Eye on China Newsletter (August 2009)

» Zhao, Nie and Tang, "PRC Supreme People’s Court Patent Infringement Enforcement Guidance: The "Draft" Published for Comments by the Patent Community," published in Foley & Lardner LLP Legal News Alert: China (July 2009)

» Fielden and Nie et al., "Interlaboratory evaluation of genomic signatures for predicting carcinogenicity in the rat," published in Toxicological Sciences (vol 103, pages 28-34, 2008)

» Nie et al., "Predictive Toxicogenomics Approaches Reveal Underlying Molecular Mechanisms of Nongenotoxic Carcinogenicity," published in Molecular Carcinogenesis (vol 45, pages 914-933, 2006)

» Nie, McMillian and Lord, "Toxicogenomics in Drug Safety Evaluation: Bridging Drug Discovery and Development," published in Carmen and Hardiman eds. Biochips as Pathways to Drug Discovery. Florida: Taylor & Francis Group (pages 69-96, 2006)

Speeches and Presentations:

» "U.S. Perspective of Patent Enforcement in China," 2009 U.S.-China Legal Exchange, Los Angeles, California (October 12, 2009)

» "An Analysis of the Characteristics of Licensed Clean Tech Patents from Publicly Announced Commercialization Deals," the 5th International Congress of Nano-Bio Clean Tech 2008 conference, San Francisco, California (October 27-30, 2008)

» "Preparing the Critical Path to Acceptance of Toxicogenomic Data in Drug Safety

 

 

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Evaluation," the 2007 Joint Statistics Meeting, Salt Lake City, Utah (July 26 – August 2, 2007)

» "Bioinformatics Lighting a New Path to Better Drug Development," the Drug Information Association 18th Annual EuroMeeting, Paris, France (March 6-8, 2006)

 

 

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  DIRECTOR, CORPORATE & COMPETITIVE STRATEGY PRACTICE, TECHNOLOGY, MEDIA AND TELECOMMUNICATIONS INDUSTRIES DELOITTE CONSULTING LLP

Andy is a business advisor with more than 15 years of experience leading efforts to help business executives overcome their most pressing challenges. His primary focus is on advising companies on ways to improve financial position by restructuring their operating models to improve the focus on future growth prospects In addition to this focus area.

Andy is a lead in Deloitte’s cross-border investment practice with a focus on helping companies meet U.S. national security expectations, as well as helping them protect their intellectual property as they expand globally. He has led Deloitte’s efforts on a number of high profile CFIUS cases.

Andy has worked with telecom and high tech clients and has worked in China, Latin America and Europe on their behalf. He is the author of a number of articles, including, most recently an article published in the Wall Street Journal entitled “Improving the Yield on your corporate investment portfolio.”

Andy Walker

 

 

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  PARTNER INTERNATIONAL TAX CHINESE SERVICES GROUP DELOITTE TAX LLP VIVIENWANG@DELOITTE.COM PHONE: 408-704-4537 FAX: 408-704-8537 225 WEST SANTA CLARA ST. SUITE 600 SAN JOSE, CA 95113

Vivien Wang has over 14 years of public accounting and international tax experiences, providing tax consulting, compliance and tax accounting assurance services to various high-tech and venture capital clients. Her experience includes advising companies in structuring both U.S. inbound and outbound investments. Vivien assisted in the planning and implementation of the worldwide restructurings, mergers, acquisitions, and IP migrations for multinational clients.

Vivien is also the National Tax Leader of Deloitte’s U.S. Chinese Services Group, specializing in China strategy planning for US companies and investment funds and U.S. inbound investment issues for China based investors. Vivien travels frequently to Asia and is fluent in Mandarin and Cantonese. She is also a frequent speaker in CalCPA, the Council for International Tax Education (CITE), and HYSTA.

Vivien Wang

 

 

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  VICE PRESIDENT, CORPORATE & COMMERCIAL SALES, GLOBAL MARKETS HSBC SECURITIES (USA) INC

Vanessa Wu is vice president of corporate and commercial sales, global markets at HSBC Securities (USA) Inc. She provides risk advisory services to corporate and commercial clients across the US West Coast with areas of expertise which include foreign exchange, interest rates, metals, commodities and the capital markets.

Prior to her current role, Vanessa spent 6 years with HSBC in Hong Kong managing a range of clients, including multinational, supra-national and governmental institutions as well as large corporate and commercial organizations.

During this time, Vanessa actioned the very first Offshore Renminbi Option Strips trade for HSBC globally - an innovative FX hedging tool for a corporate client with exposure in Renminbi – and the first Taiwan-linked equity note as an asset management solution for a government institution.

Having graduated from the University of Hong Kong, Vanessa has worked and studied in Australia, Ireland, Singapore and the People’s Republic of China.

Vanessa Wu