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Cooley Godward Kronish LLP Annual Review 2006

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					Cooley Godward Kronish llp
Annual Review 2006



Building on our legacy of excellence in 2006

letter from Stephen neal, chairman and ceo  .  .  .  .  . 1

accolades & accomplishments  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 2

Pro Bono Highlights  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 4

litigation Highlights  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 5

Transactional Highlights .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 7
                             Dear Clients and Friends,

                             Before any more time passes in 2007, I want to take a moment to express to our clients,
                             on behalf of all of the attorneys and professional staff of Cooley Godward Kronish, our
                             deep appreciation for the privilege of serving you. We do not take lightly the trust and
                             confidence that you place in us, and we continually strive to meet your, and our, very
                             high expectations and standards.

                             I would also like to share with you some of the accomplishments achieved by the Firm
                             last year. Although just a snapshot of our year, I am confident that these highlights will
                             convey the breadth and depth of the legal solutions and business strategies that we
                             delivered in 2006.

                             Finally, I am very pleased to report that our October 2006 merger with Kronish Lieb
                             Weiner & Hellman is off to a wonderful start—perhaps exceeding even our own lofty
                             expectations. With more than 100 lawyers in New York City we are better able than ever
                             to meet your national and international legal services needs. As we continue to expand
                             the geographic presence and practice capabilities of the Firm, we will do so in such a
                             way as to maintain Cooley’s legacy of excellence, entrepreneurial energy and teamwork
                             that you tell us sets Cooley apart from other law firms.

                             We look to the future with great optimism. Thank you again for your loyalty and trust.

                             Very truly yours,



                             Stephen C. Neal
                             Chairman and CEO




PA LO A LTO , C A   ■   N E W YO R K , N Y   ■   SAN D I EG O, CA   ■   SAN F R AN C I S C O, CA   ■   R E S TO N , VA   ■   B R O O m F I E LD, C O   ■   WA S H I N GTO N , D C
2006 ACCOLADES & ACCOMPLISHMENTS

Firm wide                                                       San Diego Daily Transcript
                                                                Seven Cooley partners were recognized among the “Top San
The Best Lawyers in America                                     Diego County Attorneys” in 2006, and Fred Muto was named
60 Cooley attorneys, representing 27 practice areas, were       one of the “Top 10.”
recognized in the 2006-2007 edition of The Best Lawyers in
                                                                Super Lawyers
America.
                                                                64 Cooley attorneys appeared in the third-annual Super
California Lawyer                                               Lawyers list.
Cooley litigation partner John Dwyer and M&A partner Keith
Flaum were named Attorneys of the Year by California Lawyer     TransacTional
magazine.
                                                                The American Lawyer—
Chambers and Partners                                           The Corporate Scorecard 2006
24 Cooley attorneys were recognized as leading lawyers in       In 2005, Cooley represented 19 issuers in secondary offerings,
the fourth-annual Chambers USA: America’s Leading Lawyers       ranking #3 among law firms representing equity issuers for
for Business.                                                   the period.

The Daily Journal—Top 100 Leading Lawyers                       The American Lawyer—
Litigation partner Stephen Neal, the Firm’s Chairman and        Dealmaker of the Year 2006
CEO, and M&A partner Jennifer Fonner DiNucci were recog-        M&A partner Keith Flaum was named a Dealmaker of the Year
nized by The Daily Journal as two of the Top 100 Attorneys in   by The American Lawyer magazine for his significant M&A
California in 2006.                                             achievements in 2005.

Lawdragon—500 Leading Lawyers in America                        Corporate Board Member Magazine—
M&A practice head Rick Climan, San Diego corporate partner      List of America’s Best Corporate Lawyers 2006
Fred Muto and litigation partner Stephen Neal were ranked       Cooley ranked #1 in San Diego and #2 in San Francisco
among Lawdragon’s Top 500 Attorneys in the U.S. for a second    among “firms that corporate directors turn to for advice.”
year in a row.
                                                                IPO Vital Signs
Lawdragon—500 New Stars, New Worlds                             Cooley was named the #4 IPO Issuer’s Law Firm nationwide,
Partners Jane Adams, John Dwyer, Keith Flaum, Barbara           and the #1 IPO Issuer’s Law Firm in the Biotech/Pharmaceu-
Kosacz, Marya Postner, Eric Reifschneider and Tim Teter were    ticals sector.
recognized in Lawdragon’s 500 New Stars, New Worlds as
                                                                The World’s Leading Banking Lawyers
“the freshest faces in American law.”
                                                                of Law Media Group
                                                                The World’s Leading Banking Lawyers named New York
The National Law Journal—
                                                                corporate partner Steven Weinberg to its list.
100 Most Influential Lawyers in America
Partners Stephen Neal and Rick Climan were listed as two of
the 100 Most Influential Lawyers in America in the June 2006    liTi gaTi o n
issue of The National Law Journal.
                                                                American Academy of Appellate Lawyers
New York Magazine                                               Senior Counsel Michael Traynor was approved unanimously
New York Magazine named eight Cooley attorneys in its “The      for membership in the American Academy of Appellate Lawyers,
Best Lawyers in New York” issue.                                an organization that recognizes outstanding appellate lawyers    
and promotes the improvement of appellate advocacy and                  Legal Aid Society of San Diego—
the administration of the appellate courts.                             Outstanding Pro Bono Service Award and
                                                                        Wiley W. Manuel Awards
Bankruptcy Insider                                                      In June 2006, Cooley was honored with the Outstanding Pro
                                                                        Bono Service Award for its tremendous contribution to legal
The Firm ranked first in The Deal’s Bankruptcy Insider league
                                                                        services through its collaboration with the Legal Aid Society
tables for “Top Unsecured Creditor Law Firms,” with 45 active
                                                                        of San Diego. In addition, three Cooley attorneys received the
cases; bankruptcy partner Jay Indyke was listed as one of the
                                                                        Wiley W. Manuel Award in recognition of their outstanding
“Top Unsecured Creditor Lawyers” in the United States.
                                                                        contributions to pro bono service.

Lawdragon—500 Leading Litigators
Litigation partners Stephen Neal and San Diego-based
Steven Strauss ranked among the Top 500 Leading Litigators
in the United States.



c u lT u r e

The American Lawyer—
2006 Mid-Level Associate Survey
Cooley ranked in the top 10 for a third year in a row among
the “Best Places to Work” nationally. The Firm was also ranked
#2 among the “Best Places to Work” in San Diego, #4 in
Palo Alto and #6 in San Francisco.

The Vault Guide to the Top 100 Law Firms
In the 2007 edition of the Vault Guide to the Top 100 Law
Firms, Cooley ranked #3 for technology practice, #4 for formal
training program and #5 among the “best firms to work for.”



Pro Bono & communiTy
responsibiliTy

The National Law Journal Pro Bono Award
Cooley received The National Law Journal’s Pro Bono Award
for its representation of a nationwide class of lawful perma-
nent residents in a successful challenge to the refusal by the
Department of Homeland Security to issue proof of lawful
status. The case, Santillan, et al., v. Gonzales, et al. was selected
as one of the country’s top four pro bono cases of 2005.

Legal Aid Society of New York
Alan Levine, partner in charge of the Firm’s New York office,
was elected Chair of the Board of Directors of The Legal Aid
Society of New York.                                                                                                                     
2006 PRO BONO HIGHLIGHTS

Ten days into 2006, a major impact pro bono matter success-         u   Wrongful convicTionS . A team of Cooley New York attorneys
fully handled by the Firm, Santillan, et al. v. Gonzales, et al.,       continues to represent Olmedo Hidalgo and David Lemus,
was recognized by The National Law Journal as one of the                two of the defendants convicted of the high-profile Palladium
country’s top pro bono cases of 2005. At the year’s end, the            nightclub shooting in 1990. In August 2005, after nearly a
Firm’s commitment to pro bono causes was reinforced when                decade of efforts, all charges against Hidalgo were
New York managing partner Alan Levine was named Chair-                  dropped. On October 19, 2005, Justice Roger S. Hayes
man of The Legal Aid Society of New York, the nation’s oldest           ruled that Lemus’s conviction must be vacated and that he
and largest provider of legal services to the indigent.                 was entitled to a new trial. Lemus was granted bail and
                                                                        walked out of the courtroom a free man for the first time in
Throughout 2006, the Firm’s commitment to pro bono remained             14 years. His retrial is scheduled to take place in 2007.
steadfast as hundreds of pro bono clients were aided by attor-
                                                                    u   cHariTaBle TranSacTionS . Cooley represents the Points of
neys and paralegals across nearly all of Cooley’s practice
                                                                        Light Foundation, a not-for-profit organization that facili-
areas. Last year, more than 400 Cooley attorneys and parale-
                                                                        tates online charitable giving programs. With Cooley’s
gals devoted more than 25,000 hours to pro bono matters.
                                                                        counsel, the Foundation partnered with eBay, Inc. to pro-
                                                                        vide the company’s exclusive program for online charitable
Pro bono highlights for 2006 include:
                                                                        giving, GivingWorks. Since its inception in early 2005, the
u   ProjecT KaTrina: emergency relief . A team of Cooley attor-         program has raised millions of dollars for charities.
    neys traveled to the Gulf Coast in June 2006 to conduct         u   criminal defenSe . Cooley and the San Jose, CA Public
    legal clinics and identify local hurricane victims in need of       Defender’s Office launched a joint program that permits
    assistance filing appeals against the Federal Emergency             Firm attorneys to assist in defending at trial indigent defen-
    Management Agency (FEMA) over denials of disaster                   dants accused of white collar felonies. These cases involve
    relief. The team returned to the Firm with more than 50             claims of securities fraud, tax evasion, RICO charges and
    cases. Cooley is partnering with the Lawyers’ Committee             similar “paper” crimes.
    for Civil Rights Under Law and local Gulf Coast legal ser-
                                                                    u   civil rigHTS . Cooley’s San Diego office joined a coalition of
    vices providers on this ongoing initiative.
                                                                        civil rights groups, including the ACLU, to force the City of
u   inTernaTional Human rigHTS . As co-counsel with the Center          Escondido, CA to repeal a law banning landlords from
    for Justice and Accountability, Cooley is working to bring          renting to persons who are undocumented.
    to justice two former Somali officials (now residents of
    Virginia) who are accused of war crimes and other human
    rights abuses committed in the 1980s. The Firm achieved
    a significant milestone in the case in 2006, when a
    Washington, DC federal appeals court ruled that the U.S.
    Government is required to comply with subpoenas for
    documents integral to the case.

u   communiTy imPacT . Cooley represents Communities in
    Schools (CIS), a not-for-profit organization with a 30-year
    history of working with schools and social service pro-
    grams to find and deliver community resources to young
    people in need. Cooley provides the organization, which
    serves nearly one million children each year, with a variety
    of legal services, including contract review, employment
    counseling and trademark advice.                                                                                                     
2006 LITIGATION HIGHLIGHTS

Antitrust & Trade Regulation                                       u   Cooley litigators defeated a motion for a preliminary injunc-
u   Cooley counseled numerous Fortune 500 companies—                   tion that would have blocked the closing of Johnson &
    including technology, retail and industrial sector clients—        Johnson’s $1.4 billion acquisition of our client, Conor Med-
    regarding critical antitrust issues arising from mergers and       systems.
    acquisitions, intellectual property licensing agreements       u   The Firm successfully resolved a four-year federal investi-
    and joint ventures.                                                gation involving alleged violations of the Federal False
u   Cooley represented both a well-known national retailer             Claims Act, stemming from client Titan’s contracts with the
    and a major technology company in assessing and negoti-            Department of Defense.
    ating acquisitions of significant competitors.
                                                                   Employment & Labor
u   Cooley is representing Tyco Healthcare, a manufacturer of      u   Cooley’s Employment & Labor team defended four national
    pulse oximetry products and other medical devices, in a            class actions, three involving wage and hour issues and
    series of monopolization and restraint of trade cases.             one alleging class-wide discrimination and harassment. In
                                                                       one 2,000-employee, $25 million-wage class-action lawsuit,
Bankruptcy & Restructuring
                                                                       Cooley prevailed by defeating class certification in the trial
u   Cooley was recently ranked by The Deal’s Bankruptcy
                                                                       court and on appeal.
    Insider as the top firm in the nation in representing unse-
    cured creditors.                                               u   The Employment group supported large national and multi-
                                                                       national merger transactions, analyzing pending employment
u   Cooley helped recover millions of dollars on behalf of             litigation, blending benefits programs and orchestrating
    former Enron employees in the course of representing the           executive retentions and complex workforce consolida-
    Enron Employee Committee.                                          tions under employment law of multiple jurisdictions.
u   Cooley represented USG Corporation and its related enti-
                                                                   Environmental
    ties in Chapter 11-related personal injury asbestos claims
    before federal district and bankruptcy courts. USG emerged     u   Cooley continues to represent the Manchester Financial
    from bankruptcy without asbestos liability. Unsecured cred-        Group in state and federal court land use litigation arising
    itors were paid in full and stockholders retained equity.          from Manchester’s redevelopment of the U.S. Navy Broad-
                                                                       way Complex in San Diego (the largest real estate devel-
Complex Contract & Commercial Litigation                               opment underway on the West Coast).
Our litigators helped achieve numerous victories in significant    u   The Firm represented some of the nation’s largest corpora-
complex commercial disputes.                                           tions in inquiries and civil enforcement actions brought by
u   In a decision key to eBay, Inc.’s business model, Cooley           the Environmental Protection Agency. Presently, Cooley
    obtained a landmark federal opinion holding that the com-          attorneys are helping a major defense and aerospace
    pany is not governed by the California Auction Act.                company respond to an EPA inquiry pertaining to air quality
                                                                       issues in Silicon Valley.
u   Cooley attorneys obtained dismissal of a class action that
    sought recovery of economic losses associated with the         Intellectual Property
    nationwide outbreak of E. coli in spinach products pack-       Based on the number of cases in which the Firm appeared as
    aged by client Natural Selection Foods.                        counsel for a party, Cooley was recently ranked #11 in the coun-
u   The Firm obtained summary judgment and dismissal of all        try in the IP Law360 survey of top IP litigation firms for 2006.
    claims in consolidated nationwide class actions brought by
                                                                   The Firm’s IP litigation docket included representation of:
    physicians against one of the largest U.S. managed health-
    care providers. Other defendants previously had settled for    u   Picolight in a patent litigation initiated by Stratos Lightwave
    hundreds of millions of dollars.                                   involving vertical cavity surface emitting lasers (VSCELS).       
u   Ronald Katz Technology Licensing L.P. in multiple matters         u   Leadis Technology, Inc.—federal court dismissed with
    involving a portfolio of more than 50 patents in the field of         prejudice a Section 11 securities class action lawsuit on
    interactive voice response systems for call processing.               first motion to dismiss.

u   Zenith Electronics Corporation in several patent litigations      u   Gilead Sciences, Inc.—federal court dismissed with preju-
    relating to Advanced Television Broadcasting.                         dice all federal class actions filed against Gilead arising
                                                                          out of off-label marketing of its ground breaking HIV/AIDS
u   Positive Technologies, Inc. in several patent litigations
                                                                          drug, Viread.
    relating to BenQ America Corporation, et al.
                                                                      u   Ditech Networks—California State court dismissed a deriva-
u   A leading console manufacturer in patent litigations relating         tive complaint—one of the first cases in which a California
    to video gaming technologies.                                         court applied the law of the company’s state of incorporation
                                                                          (Delaware) to dismiss a shareholder derivative complaint that
Patent Counseling & Prosecution
                                                                          was based on boilerplate fraud allegations.
Cooley has one of the leading patent counseling and prose-
cution practices in the country, with a particular strength in life   Tax Controversy
sciences and technology.                                              As a result of the merger with Kronish Lieb, the Firm’s litiga-
                                                                      tion capability now boasts one of the leading tax controversy
u   Cooley was retained by Owens Corning to address all               practices in the country.
    intellectual property issues in coordination with U.S. and
    European corporate and antitrust counsel in the client’s          u   In a precedent-setting matter last year, the Firm represented
    joint venture with Compagnie de Saint-Gobain.                         Coltec Industries in a first-of-its-kind tax refund suit arising
                                                                          out of a corporate restructuring.
Trademark, Copyright & Advertising
                                                                      White Collar & Regulatory Defense
Cooley ranked among the top 15 U.S. trademark firms in
                                                                      Cooley’s White Collar & Regulatory Defense practice now
2006, based on U.S. filings, according to NameProtect
                                                                      includes nine former federal prosecutors and a former federal
Trademark Insider. Ongoing trademark engagements include:
                                                                      defender.
u   eBay, Inc. which counts on Cooley attorneys to protect its        u   The Firm continues to represent a New York-based merchant
    famous brand around the world through aggressive trade-               banker in the largest Foreign Corrupt Practices Act pros-
    mark prosecution and enforcement.                                     ecution ever brought. The client was accused of channel-
u   Bluetooth SIG Inc. for whom the Firm’s trademark team                 ing more than $78 million from the sale of oil rights to the
    secured ownership of the BLUETOOTH mark in the                        president and prime minister of the Republic of Kazakhstan.
    European Community.                                               u   In a case currently being tried in New York State court, Cooley
u   Sazerac for whom Cooley manages a worldwide portfolio                 represents a former senior insurance broker charged with bid
    of wine and liquor brands.                                            rigging, fraud and grand larceny following the New York State
                                                                          Attorney General’s investigation of the insurance industry.
u   Gilead Sciences, Inc. for whom Cooley serves as outside
                                                                      u   Cooley attorneys are defending a former Arthur Anderson
    trademark counsel.
                                                                          partner currently being tried in San Diego for fraud relating
Securities Litigation                                                     to the financial reporting of Peregrine Systems Inc. The
                                                                          United States Attorney has characterized the alleged fraud
In 2006, Cooley furthered its reputation as a major player in
                                                                          as the “largest … in the history of the Southern District of
the securities litigation defense arena, serving as counsel in
                                                                          California.”
more than 20 class action securities cases, plus dozens of
other securities cases. Among the clients for whom Cooley
secured critical securities defense wins were:

u   Cornerstone Propane Partners L.P.—federal court elimi-
    nated from a proposed class action all shareholders who
    sold their stock prior to the first corrective disclosure.                                                                               
2006 TRANSACTIONAL HIGHLIGHTS

Mergers & Acquisitions                                              u   Cooley was the #2-ranked advisor to medical/health care
                                                                        companies going public in 2006, as well as the #4-ranked
In 2006, Cooley’s Mergers & Acquisitions team advised:
                                                                        advisor overall nationwide.
u   Gilead Sciences, Inc. in its $2.5 billion acquisition of        u   Cooley ranked #3 in PIPE issuer representation by num-
    Myogen, Inc.                                                        ber of placements advised with 23 offerings totaling $656
u   Conor MedSystems, Inc. in its $1.4 billion sale to Johnson          million in 2006.
    & Johnson.                                                      u   Cooley represented Acquicor Technology, a special-pur-
u   Solexa, Inc. in its $600 million sale to Illumina, Inc.             pose acquisition company (SPAC) created in March 2006
                                                                        by a trio of former Apple Computer executives, in its “blank
u   Cerexa, Inc. in its $480 million sale to Forest Laborato-           check” initial public offering on the AMEX Stock Exchange.
    ries, Inc.
                                                                    Fund Formation
u   Applied Materials, Inc. in its $464 million acquisition of
    Applied Films Corporation.                                      Among the funds that Cooley’s Fund Formation practice
                                                                    guided through closing were:
u   Wily Technology, Inc. in its $375 million sale to Computer
    Associates, Inc.                                                u   Makena Capital, a diversified fund formed by three of the
                                                                        former managers of the Stanford University endowment.
u   eBay, Inc. in its $310 million purchase of StubHub.
                                                                    u   Francisco Partners II, a $2.3 billion private equity fund
Emerging Companies                                                      focused on technology.

u   In 2006, Cooley was the #2 legal advisor to emerging            u   Foundation Capital V, a $525 million venture fund focused on
    companies obtaining financing, advising on 141 deals                investing in early-stage information technology companies.
    nationwide.                                                     u   Alta Partners VIII, a $500 million venture fund specializing
u   Cooley was the #1 legal advisor to emerging biopharma-              in life science investments.
    ceutical and medical device companies.                          u   Sierra Ventures IX, a $400 million fund focused on invest-
                                                                        ing in information technology companies.
u   Clients that completed significant financings in 2006
    included: ARYx Therapeutics ($30 million), Blurb ($12 mil-      u   Redpoint Ventures III, a $400 million venture fund focused
    lion), Cortina ($132 million), Enclarity ($10 million), Grid-       on technology investing.
    point ($15 million), Hatteras Networks ($21 million), Initi-
                                                                    Life Sciences
    ate Systems ($12 million), Novacardia ($6 million) and
                                                                    u   Cooley was the #1 law firm in the United States in repre-
    Picolight ($12 million).
                                                                        sentation of private, venture-backed biopharmaceutical
u   In 2006, the Firm launched its Clean Technologies practice          and medical device companies from 2004 to 2006.
    to advise both cleantech start ups and venture capital funds
                                                                    u   The Firm represented biotechnology and medical device
    investing in clean technologies.
                                                                        companies in significant biopartnering deals, spanning
Public Offerings: IPOs, PIPEs, SPACs                                    most major disease categories.

u   Cooley advised on nine initial public offerings and 29 fol-     2006 partnering highlights include:
    low-on offerings in 2006, including the DivX, Inc. $145.6       u   Advising medical device company FoxHollow Technolo-
    million IPO and the Affymax, Inc. $92.5 million IPO.                gies, Inc. in a venture with Merck & Co.
u   The Firm was the #1-ranked advisor to biotechnology/            u   Advising ARYx Therapeutics, Inc., a private drug discovery
    pharmaceutical companies, as well as computer software              and development company, in a strategic alliance with
    and services companies going public in 2006.                        Procter & Gamble Pharmaceuticals, Inc.                         
u   Representing ChemoCentryx in its $1.5 billion multi-target      u   Caribbean Real Estate Opportunity Fund 2005, L.P. in its
    collaboration with GlaxoSmithKline.                                 acquisition of the 413-room Aruba Marriott Resort & Stel-
                                                                        laris Casino in Aruba, one of the largest deals in Caribbean
Medical Devices                                                         lodging history.
Cooley represented more than 100 Med Tech/Device compa-
                                                                    Land Use & Zoning
nies in 2006. Significant transactions included advising:
                                                                    Last year, Cooley:
u   Proteus Biomedical, Inc. in its $35 million Series C
                                                                    u   Oversaw dozens of northern Virginia’s highest profile and
    financing.
                                                                        most complicated rezonings, including Macerich’s pending
u   CardioMEMS, Inc in its $22 million Series D financing.              application for a 3.5 million-square-foot, high-density, mixed-
                                                                        use, transit-oriented development for one of the country’s
u   Cardica, Inc. in its $35 million initial public offering.
                                                                        most successful regional malls, Tysons Corner Center.
Technology Transactions                                             u   Provided counsel to Hospital Corporation of America con-
In 2006, Cooley represented:                                            cerning its request for a medical campus of more than
                                                                        1 million square feet in Loudoun County, VA—a project
u   Intuit Inc., in its “game changing” strategic agreement with        proposing a 180-bed hospital and two 200,000 square-
    Google Inc. to enable small businesses to use QuickBooks            foot office buildings.
    to market themselves online.
                                                                    u   Advised Miller & Smith on its pending One Loudoun project,
u   LSI Logic, in the sale of its semiconductor wafer fabrica-          a mixed-use town center with more than 3 million square
    tion facilities and assets in Gresham, OR to ON Semicon-            feet of office, hotel and retail and integrated residential
    ductor in a transaction valued at approximately $105 mil-           community space—the first and only community in Loud-
    lion; as part of the transaction, ON Semiconductor agreed           oun County recognized by the Washington, DC region’s
    to provide nearly $200 million worth of wafers and related          Smart Growth Alliance.
    services to LSI Logic over the next two years.
                                                                    Credit Finance Practice
u   Adobe Systems, in its multi-year, multinational distribution
                                                                    In 2006, Cooley:
    agreement with Google Inc. for the bundling of the Google
    Toolbar with Adobe products.                                    u   Represented eBay, Inc. in its expandable $2 billion facility.
                                                                    u   Represented venture lenders and venture-backed compa-
u   Cornice, in its strategic agreement with Fujitsu to develop
                                                                        nies in venture lending transactions, completing over 200
    a 1.8” hard disk drive for portable music players, video
                                                                        such deals.
    cameras and notebooks PCs.
                                                                    u   Represented mezzanine, Term B, stretch and other non-tra-
u   TiVo Inc., the creator of and a leader in television services
                                                                        ditional lenders in transactions totaling more than $1 billion.
    for DVRs, in its strategic agreement with Cox Communica-
    tions to make TiVo service available to Cox customers.          Debt Securities Transactions Practice
                                                                    In the past year, Cooley:
Real Estate

In 2006, Cooley represented:                                        u   Advised Arbor Realty Trust and its affiliates as sponsor and
                                                                        collateral manager in offerings of more than $1 billion of
u   Manchester Financial Group in lease negotiations involv-            collateralized debt obligations and preferred stock under
    ing a $1.3 billion redevelopment project on the San Diego           Rule 144A and Reg S.
    waterfront—the largest known real estate development
                                                                    u   Helped several public companies in the life sciences and
    underway on the West Coast.
                                                                        information technology industries issue convertible bonds
u   Equastone, a private equity real estate firm with more than         under registered, Rule 144A and Reg D offerings, includ-
    $100 million of capital under management, in multiple acqui-        ing Acquicor Technology ($166.7 million), Isis Pharmaceu-
    sitions of office buildings throughout the Western United           ticals ($162.5 million), Mannkind (more than $515 million,
    States, and also with respect to more than 40 leases,               with concurrent stock offering), and Monogram Biosci-
    covering over 160,000 square feet in office properties.             ences ($22.5 million).                                            

				
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