Duane Morris LLP

Robert M. Conway practices in the area of intellectual property law with emphasis on software and technology licensing (domestic and international) and information technology business transactions. Mr. Conway also practices in the areas of commercial contracting, antitrust, mergers/divestitures and computer litigation. In addition, he has comprehensive experience in the telecommunications, computer and manufacturing industries.

Prior to joining Duane Morris, Mr. Conway served as in-house counsel to Lucent Technologies, where he provided worldwide legal support to the Software Products/e-Services Business Group. He also served as in-house counsel to NCR, AT&T and GE.

Admitted to practice in Pennsylvania and Ohio, Mr. Conway is a 1976 graduate of The National Law Center of George Washington University, a graduate of the University of Dayton, where he earned an M.B.A., and a graduate of Miami University (Ohio).

Representative Matters

· Represented leading manufacturer of telecommunications equipment and software in software/patent/technology licensing (both domestic and international) transactions.

· Negotiated development, joint-development, consultant and sub-contracting/licensing agreements.

· Concluded acquisitions and divestitures of software and technology companies and subsidiaries having values in excess of $1 billion for Fortune 100 companies.

· Developed and implemented contracts and associated documentation for teaming, dealer, distributor, reseller, value-added reseller and sales agent transactions.

· Implemented and maintained Foreign Corrupt Practices Act and Export control compliance program for multi-national telecommunications company.

· Managed and negotiated $3 billion information technology outsourcing project on behalf of major equipment manufacturer.

· Initiated expedited advertising review procedure and elimination of advertising consent decree for major consumer products supplier.

· Represented Fortune 100 computer company in 2 jury trials and numerous commercial arbitrations and bench trials in state and federal courts.

· Negotiated numerous consulting services, professional services and maintenance services contracts on behalf of software and hardware vendors.

· Created contracts and associated agreements for use by clients in providing web based and e-commerce products.

· Developed strategy and negotiated contracts involving state, county and local government (or political subdivision or agency) requests for proposal or requests for bid, plus follow-on subcontracts.

Professional Activities

· Pennsylvania Bar Association

· Ohio Bar Association

Experience

· Duane Morris LLP
- Partner, 2001-present

· Lucent Technologies, Inc., Murray Hill, New Jersey
- Managing Corporate Counsel, 1996-2001

· AT&T Corporation, Basking Ridge, New Jersey
- General Attorney, 1993-1996

· NCR Corporation, Dayton, Ohio
- Assistant General Counsel, U.S. Commercial and International, 1985-1993

· General Electric Company, Louisville, Kentucky
- Counsel, 1982-1985

· NCR Corporation, Dayton, Ohio
- Attorney, 1976-1982

Selected Speaking Engagements

· Panelist, Paul Kircher "Venture Talk" radio program, WWDB (860 AM), October 2004

· "Planning for Distribution," session of Law Seminars International conference "Protecting and Exploiting Internally Developed Software," March 22, 2004

· Panelist, "Intellectual Property and Why it is So Important and Valuable in Today's Economy," Paul Kircher Radio Program, Channel WWDB, June 14, 2002.

Member: Pennsylvania Bar Association; Ohio Bar Association.

Practice Areas: Intellectual Property; Software Licensing; Technology Licensing; Information Technology Contracts; Commercial Contracts; Antitrust; Mergers; Business Divestitures; Computer Litigation; Telecommunications Law. Email: Robert M. Conway

Frank J. Spanitz practices in the area of intellectual property law, concentrating his practice in procuring domestic and foreign utility and design patents, patent portfolio development and strategies, validity and noninfringement opinions, licensing, trademarks, and counseling including resolving threatened litigation. He is also experienced in patent licensing agreement arbitration and litigation. Mr. Spanitz's patent experience has focused primarily on the mechanical and electronic arts, including medical devices, structural equipment, product and beverage packaging, firearms, tools, writing instruments, automotive, fasteners, textiles, hinges, geared devices, manufacturing equipment, consumer electronics, computer-controlled devices/systems, sensors, telecommunication systems, semiconductor devices and fabrication, scanners, radar systems, software and business methods. He represents individuals, startup businesses and corporate clients.

Mr. Spanitz is a licensed professional engineer and acquired extensive industry and business experience as a senior engineer/project manager for Pennsylvania Power and Light Company for 20 years prior to entering the practice of law. In that capacity, he planned, designed and managed multimillion-dollar power generating plant projects involving equipment/systems related to combustion, material handling, process piping, heat transfer, computer-controlled systems, water and air pollution control, and new power generation technologies. Mr. Spanitz also has substantial experience in industrial construction technologies and equipment.

Admitted to practice in Pennsylvania, New York and before the U.S. Patent and Trademark Office, Mr. Spanitz is a member of the American and New York State bar associations and the New York Intellectual Property Law Association. He currently is chair of the IP Committee of the American Society of Mechanical Engineers. Mr. Spanitz is a 1999 cum laude graduate of Widener University School of Law, where he was research editor of The Delaware Journal of Corporate Law, and a graduate of Villanova University (B.S.M.E.). Mr. Spanitz is also an adjunct professor in the Graduate Business School of Lehigh University, where he teaches intellectual property to MBA and entrepreneurial students.

Mr. Spanitz is based in the Lehigh Valley, Allentown Office of Duane Morris in Pennsylvania.

Areas Of Practice

· Intellectual Property Law

Professional Activities

· American Bar Association

· New York State Bar Association

· New York Intellectual Property Law Association

· American Society of Mechanical Engineers
- Current Chair, IP Committee

· Licensed Professional Engineer in Pennsylvania, 1985

· Pennsylvania Power & Light Company (now PPL, Inc.)
- Senior Engineer/Project Manager, 1978-1999

Experience

· Duane Morris LLP
- Partner, 2008-present
- Associate, 2006-2007

· Morgan, Lewis & Bockius LLP
- Associate, 2004-2006

· Pennie & Edmonds LLP
- Associate, 1999-2004

Honors and Awards

· Widener Scholar

Selected Publications

· Comment, "Inter-Modal Rail: Will ERISA's Newly Defined Welfare Benefit Noninterference Clause Curb Outsourcing?" The Delaware Law Journal of Corporate Law, Volume 23-2.

Member: American Bar Association; New York State Bar Association; New York Intellectual Property Law Association; American Society of Mechanical Engineers (Current Chair, IP Committee).

Practice Areas: Intellectual Property; Patents; Trade Secrets; Trademarks; Unfair Competition. Email: Frank J. Spanitz

Robin M. Wilder concentrates her practice in the areas of corporate, securities and banking law. Her practice includes full responsibility for a wide range of securities and corporate law matters including preparation of proxy statements, periodic and insider trading reports, federal and state securities registration, initial public offerings, private placements and corresponding notification filings for exemption from state securities registration, prospectuses, documentation and due diligence for mergers and acquisitions, change of control agreements, capital planning, dividend reinvestment plans, stock incentive plans, insider trading policies, record retention policies, employment and consulting agreements, distribution/sales agreements and manufacturing agreements, and licensing agreements. Her practice also includes banking specific to full responsibility for formation of community banks, bank holding company formations, mergers and acquisitions, bank branching and bank regulatory compliance.

Ms. Wilder is a member of the Business Law Section of the American Bar Association, the Business Law Section of the Pennsylvania Bar Association, the Dauphin County Bar Association and the National Association of Women Lawyers. She is a 1990 graduate of The Dickinson School of Law and a graduate of Lafayette College.

Areas Of Practice

· Corporate Law

· Securities Law

· Banking Law

Representative Matters

· Represented Legacy Bank in its $12.9 million acquisition of Northern State Bank

· Counseled bank in its formation as a Pennsylvania State chartered bank

· Represented Canadian food manufacturer as buyer in its $7 million asset acquisition of Buckeye Pretzel Company

· Represented publishing company in its private placement of $1.25 million equity units offered pursuant to a Regulation D, Rule 506 Offering and various state exemptions from registration

· Represented emergency vehicle company in its $1.2 million private placement of equity units offered pursuant to a Regulation D, Rule 506 Offering and various state exemptions from registration

· Represented German pharmaceutical packaging technology company in multiple distribution and supply agreements

Professional Activities

· American Bar Association
- Business Law Section

· Pennsylvania Bar Association
-Corporation, Banking and Business Law Section

· Dauphin County Bar Association

· National Association of Women Lawyers

Experience

· Duane Morris LLP
- Partner, 2002-present
- Associate, 1997-2001

· Shumaker Williams, P.C., Camp Hill, Pennsylvania
- Associate, 1990-1997

Civic and Charitable Activities

· Tri-County Chapter of the American Diabetes Association
-President
-Board of Directors

· Junior League of Harrisburg
- Former Member, Board of Directors

Selected Speaking Engagements

· "SEC Y2K Disclosure," Y2K Time Bomb -- The Countdown Continues, Pennsylvania Bar Institute Mid-Year Seminar, Charlotte, North Carolina, November 13, 1998

· "Federal Securities Law Update," 1998 Financial Institutions Conference, Pennsylvania Institute of Certified Public Accountants, Hershey, Pennsylvania, September 29, 1998

· "Year 2000 Disclosure Requirements for Public Companies Under Federal Securities Laws," Year 2000 seminar sponsored by Harris Savings Bank, Camp Hill, Pennsylvania, June 2, 1998

Member: American Bar Association (Business Law Section); Pennsylvania Bar Association (Corporation, Banking and Business Law Section); Dauphin County Bar Association; National Association of Women Lawyers.

Practice Areas: Securities Law; Corporate Law; Banking Law. Email: Robin M. Wilder

Joan R. Sheak has a litigation practice focusing on complex commercial disputes and employment discrimination/civil rights litigation. She has represented a wide range of institutional and individual clients in state and federal court.

Admitted to practice in Pennsylvania and New Jersey, she is a member of the Pennsylvania, New Jersey State and Lehigh County bar associations. Ms. Sheak is a 1976 graduate of Villanova University School of Law and a graduate of Brooklyn College of the City University of New York.

Professional Activities

· Pennsylvania Bar Association

· New Jersey State Bar Association

· Bar Association of Lehigh County

Experience

· Duane Morris LLP
- Independent Contractor, 1997-present

· Klehr, Harrison, Harvey, Branzburg & Ellers, Allentown, Pennsylvania
- Co-Chair, Litigation, 1994-1997
- Partner in Charge, 1983-1997
- Associate, 1983-1984

· Law Offices of Herbert L. Levy, Allentown, Pennsylvania
- Associate, 1981-1983

· United States Department of Labor, Solicitor's Office, Region III
- Staff Attorney, 1978-1981

· United States Court of Appeals for the Third Circuit
- Staff Attorney, 1976-1978

Civic and Charitable Activities

· Bethlehem Historic District Association
- Board Member

Selected Publications

· "Sex Discrimination in Athletics," Villanova Law Review, 1976-1977

Selected Speaking Engagements

· "Pros and Cons of Employment Contracts," Lehigh County Chamber of Commerce, Allentown, Pennsylvania, April 12, 2000

· Presenter, "Retaliation in the Workplace: How to Avoid Winning the Battle and Losing the War," Bala Cynwyd, Pennsylvania, April 1997

Member: Pennsylvania Bar Association; New Jersey State Bar Association; Bar Association of Lehigh County.

Practice Areas: Employment Discrimination; Complex Commercial Litigation; Civil Rights Defense. Email: Joan R. Sheak

Philadelphia, Pennsylvania Office: 30 South 17th Street. Telephone: 215-979-1000. Fax: 215-979-1020.

New York, New York Office: 1540 Broadway, 14th Floor. Telephone: 212-692-1000. Fax: 212-692-1020.

Los Angeles, California Office: 633 West 5th Street, Suite 4600. Telephone: 213-689-7400. Fax: 213-689-7401.

London, England Office: 4 Chiswell Street, 5th Floor, EC1Y 4UP. Telephone: +44 0 20 7786 2100. Fax: +44 0 20 7786 2101.

Chicago, Illinois Office: 190 South LaSalle Street, Suite 3700. Telephone: 312-499-6700. Fax: 312-499-6701.

Washington, D.C. Office: 505 9th Street, Suite 1000. Telephone: 202-776-7800. Fax: 202-776-7801.

San Francisco, California Office: 100 Spear Street, Suite 1500. Telephone: 415-957-3000. Fax: 415-957-3001.

Boston, Massachusetts Office: 470 Atlantic Avenue, Suite 500. Telephone: 857-488-4200. Fax: 857-488-4201.

Atlanta, Georgia Office: 1180 West Peachtree Street, Suite 700. Telephone: 404-253-6900. Fax: 404-253-6901.

Miami, Florida Office: 200 South Biscayne Boulevard, Suite 3400. Telephone: 305-960-2200. Fax: 305-960-2201.

Wilmington, Delaware Office: 1100 North Market Street, Suite 1200. Telephone: 302-657-4900. Fax: 302-657-4901.

Newark, New Jersey Office: 744 Broad Street, Suite 1200. Telephone: 973-424-2000. Fax: 973-424-2001.

Houston, Texas Office: 3200 Southwest Freeway, Suite 3150. Telephone: 713-402-3900. Fax: 713-402-3901.

Hamilton, New Jersey Office: 100 American Metro Boulevard, Suite 150. Mailing Address: P.O. Box 5203, Princeton, NJ. Telephone: 609-631-2400. Fax: 609-631-2401.

San Diego, California Office: 101 West Broadway, Suite 900. Telephone: 619-744-2200. Fax: 619-744-2201.

Pittsburgh, Pennsylvania Office: 600 Grant Street, Suite 5010. Telephone: 412-497-1000. Fax: 412-497-1001.

Tahoe City, California Office: Lighthouse Center, 850 North Lake Boulevard, Suite 15. Telephone: 530-584-5100. Fax: 530-581-3215.

Las Vegas, Nevada Office: 701 Bridger Avenue, Suite 670. Telephone: 702-868-2600. Fax: 702-385-6862.

Baltimore, Maryland Office: 111 South Calvert Street, Suite 2000. Telephone: 410-949-2900. Fax: 410-949-2901.

Boca Raton, Florida Office: 2700 North Military Trail, Suite 300. Telephone: 561-962-2100. Fax: 561-962-2101.

Singapore Office: Samsung Hub, 3 Church Street, #14-04. Telephone: +65 6829 3300. Fax: +65 6829 3301.

Ho Chi Minh City, Vietnam Office: Suite 809, Saigon Tower, 29 Le Duan Street, District 1. Telephone: +84.8.827.9460. Fax: +84.8.827.9470.

Hanoi, Vietnam Office: Pacific Place, Unit V1308, 13th Floor, 83B Ly Thuong Kiet Street, Hoan Kiem District. Telephone: +84.4.946.2200. Fax: +84.4.946.1311.