William Franzblau is a senior counsel and corporate executive with over 20 years of experience as in-house counsel and over 8 years of experience as Chief Financial Officer for various public and private companies. He has a proven track record of providing strategic leadership to optimize corporate profitability while managing risks. Currently he works as a legal consultant for pharmaceutical, biotechnology, and healthcare companies.

1. WILLIAM FRANZBLAU, ESQUIRE
3928 Via Valle Verde Telephone (858) 245-9559
Rancho Santa Fe, CA 92091 wfranzblau@yahoo.com
SENIOR COUNSEL / CORPORATE EXECUTIVE
A hands-on in-house Counsel and corporate executive with proven ability to provide proactive leadership along with
a pragmatic business approach. Track record of creativity, flexibility and determination to increase corporate
profitability while maintaining risk at appropriate levels. Excellent collaborator, problem solver and negotiator with
ability to communicate complex subject matter in simple terms. Outstanding teambuilding strengths that generate
optimum productivity and performance from staff. Over 20 years of experience as in-house counsel plus over eight
years of experience as chief financial officer of both public and private companies.
CORE COMPETENCIES
LEGAL BUSINESS
 Internationaland Domestic Complex
Contract Drafting
 Strategic and FinancialPlanning to
Optimize Profit
 Licensing,Strategic Alliances and
Research Agreements
 Business Development,DealStructuring
and Due Diligence
 Mergers and Acquisitions  Enterprise Risk Management
 Distribution and Sales Agreements  Debt and Equity Offerings
 IntellectualProperty  Team Building, Mentoring and Leadership
 Employment Matters
 Litigation, Arbitration and Mediation
 SEC Filings and Reporting and
Sarbanes-Oxley Compliance
 RealEstate Transactions  Compliance
PROFESSIONAL EXPERIENCE
LEGAL CONSULTANT, San Diego, CA 2014 – Present
Providing legal consulting services to pharmaceutical, biotechnology and healthcare companies.
PROMETHEUS LABORATORIES INC., San Diego, CA 2004 – 2014
Privately held specialty pharmaceutical, diagnostics and medical food company focusing on the treatment,diagnosis
and detection of gastrointestinal, autoimmune, inflammatory and oncology diseases and disorders.
Vice President, Legal Affairs
Member of the executive management team focused on leading the legal affairs and corporate compliance for entire
organization. As a member of the executive team I participated in making corporate policy and all strategic decisions
for the company.
 Started as the only in-house attorney and built an in-house organization of eight legal professionals to provide
effective and efficient legal services, risk management and compliance programs to the company including five
attorneys, patent agent and paralegals.
 Joined company with only $69M in revenue and 140 employees and grew it to over $500M in revenue and 500
employees.
 Lead negotiation for the acquisition of Prometheus in 2011 by a division of Nestlé, S.A. for $665M.
 Advised senior management team and Board of Directors on broad range of business matters and corporate
governance including identifying areas of risk and making suggestions for improvement
 Structured and negotiated license, contract manufacturing, distribution and various other commercial agreements.
 Participated in merger and acquisition strategies and transactions including completion of due diligence activities
(resulting in 1 to 2 transactions per year).

2. WILLIAM FRANZBLAU, ESQUIRE wfranzblau@yahoo.com Page Two
 Preparedand filed Form S-1 and eighteen quarterly amendments to the S-1 with SEC for an initial public offering
of common stock. Filings led to acquisition by Nestle instead of IPO.
 Negotiated oncology research and collaboration agreements for novel diagnostics with Bayer Healthcare,
GlaxoSmithKline, Pfizer, Novartis and AstraZeneca.
 Lead negotiation of license and distribution agreement for RENCAREX® from Wilex. RENCAREX was an
oncology drug candidate entering Phase II clinical trial.
 Negotiated distribution agreement for PROLEUKIN® from Novartis. PROLEUKIN was an oncology drug with
approximately $15M in annual sales revenue. Grew revenues to over $100M.
 Lead negotiation of acquisition of LOTRONEX® from GlaxoSmithKline. LOTRONEXwas an IBS drug with
annual revenues of $12M. Grew revenue to over $60M.
 Assisted in negotiation of distribution agreement for ENTOCORT® EC with AstraZeneca. ENTOCORT was a
Crohn’s drug with annual revenue of approximately $28M. Grew revenues to over $400M.
 Member of the team responsible for implementation of Sarbanes-Oxley compliance and reporting programs.
Achieved and maintained SOX 404 compliance.
 Directedall litigation including complex patent infringement and employment matters. Casesincluded one matter
that went to the US Supreme Court and a Paragraph IV challenge to a generic entry into the marketplace. Never
lost any employment cases.
 Directly involved in several debt financings with syndicate lead by Bank of America for over $400M in the
aggregate.
 Oversaw all intellectual property matters.
 Aggressively managed outside legal counsel to control costs and maximize services received, resulting in over
35% reduction in legal fees.
 Ensured company’s compliance with state and federalgovernment rules and regulations including PhRMACode,
OIG Guidance, HIPAA and Sunshine Act.
 Member of the zone AMS (Americas) NIM (Nestle In the Market) team and Head of Compliance Competency
Center for Nestlé, S.A.
NANOGEN, INC., San Diego, CA 2002 – 2004
Public biotechnology company involved in molecular diagnostics manufacturing and services.
Vice President, Legal Affairs and Secretary
Member of the executive management team. Head of the legal department, human resources department and
regulatory affairs. Total staff of 10 individuals.
 Advised executive management team and Board of Directorson various businessmattersand corporate governance.
 Negotiated license, contract manufacturing, distribution and service agreements.
 Participated in merger and acquisition strategies and transactions. Typically 1-2 per year.
 Led implementation of Sarbanes-Oxley compliance and reporting programs.
 Oversaw litigation involving theft of trade secrets and patent infringement. Key case resulted in a settlement worth
over $20M to Nanogen.
 Prepared various SEC filings including 10-K’s, 10-Q’s, 8-K’s and proxy statements.
 Directly involved in raising over $15M in PIPE transaction.
 Oversaw all intellectual property matters.
 Managed human resource department and oversaw all employment related matters.
 Ensured compliance with Food and Drug Administration Rules and Regulations.
ATABOK INC., Newton, MA 1999 – 2001
Internet related company which provides various methods for secure communications and digital rights management of
content in the global business to business market.
Vice President, General Counsel and Chief Financial Officer
Member of executive leadership team serving as both General Counsel and Acting chief financial officer.
 Raised over $23M through convertible loans, preferred stock private placements and sale of a portion of foreign subsidiary.

3. WILLIAM FRANZBLAU, ESQUIRE wfranzblau@yahoo.com Page Three
 Supervised the creation and funding of subsidiary in Tokyo, Japan.
 Negotiated licensing and service agreements, distribution agreements, real estate leases and data center
agreements as well as confidentiality agreements.
 Developed long and short-term strategic business and financial plans.
HEMAGEN DIAGNOSTICS, INC., Waltham, MA 1993 – 1999
Publicly traded medical diagnostics company.
General Counsel and Chief Financial Officer
Served in dual role as principal legal and financial officer. As CFO, directed financial planning and accounting
practices, and maintained relationships with lending institutions, shareholders and the financial community. As
General Counsel led all legal affairs and corporate compliance.
 Negotiated domestic and international contracts,distribution agreements,private label agreements,joint ventures
and strategic alliance agreements, technology licensing and real estate leases.
 Completed all SEC filings and responsible for SEC compliance.
 Supervised due diligence and negotiated $5M stock acquisition of company and completed acquisitions of two
product lines totaling more than $6.8M.
 Facilitated acquisition of a public company in New York which had filed for bankruptcy protection and the
subsequent sale of that company at a 25% profit.
 Key team member in $5.5M initial public offering.
 Raised $7.2M through equity placement involving stock and warrants sold as a unit.
ROBERTO, ISRAEL & WEINER, P.C., Boston,MA 1991 – 1993
Attorney
SHERIN AND LODGEN, LLP,Boston, MA 1988 – 1991
Attorney
RIVKIND, BAKER AND GOLDEN, P.C., Braintree, MA 1987 – 1988
Attorney
EDUCATION
BOSTON UNIVERSITY SCHOOL OF LAW – Boston, MA
L.L.M. in Taxation, 1990; J.D., 1987
BOSTON UNIVERSITY COLLEGE OF LIBERAL ARTS – Boston, MA
B.A. cum laude in Psychology, 1984
HONORS / AWARDS
2011 In-House Attorney of the Year, Association of Corporate Counsel, San Diego Chapter
ORGANIZATIONS
Board of Directors, Association of Corporate Counsel, San Diego Chapter (2012 – Present)
Board of Directors, Operation Game On (www.operationgameon.org) (2014 – Present)