Michael S. Umansky practices corporate law with a concentration on emerging growth and established technology and life sciences companies and venture capital funds. Mr. Umansky has extensive experience in venture capital financings, corporate partnering transactions, commercial contracts and technology licensing, mergers and acquisitions, public securities offerings, and public company reporting and counseling. He also has significant business experience. Prior to joining Duane Morris, Mr. Umansky was vice president, general counsel and secretary for Linspire, Inc., a developer of Linux-based operating system software and services, and SIPphone, Inc., a venture-backed Internet telephony company. He is a member of the San Diego Venture Group and the American and San Diego County bar associations, and is a past chair of the AeA's San Diego Council Emerging Growth Task Force.

Mr. Umansky is a 1993 graduate of Boalt Hall School of Law, where he was associate editor of the California Law Review, and a summa cum laude graduate of the University of California, Los Angeles, where he was elected to Phi Beta Kappa.

Representative Matters

Representative Private Financing Transactions

5i Sciences, Inc: Represented the company in connection with a $500,000 seed financing.
Accentcare, Inc.: Represented the company in connection with a $12,000,000 Series B preferred stock financing.
Accentcare, Inc.: Represented the company in connection with a $24,500,000 Series C preferred stock financing.
Aesthetic Therapies Institute, Inc.: Represented the company in connection with a $500,000 bridge loan.
Arizeke Pharmaceuticals, Inc.: Represented the company in connection with a $16,800,000 Series C preferred stock financing.
Assistmatch: Represented the company in connection with a $250,000 Series A preferred stock financing.
Ceptyr, Inc.: Represented the company in connection with a $15,000,000 Series C preferred stock financing.
Chartone, Inc.: Represented the company in connection with a $24,000,000 Series E preferred stock financing.
Chartone, Inc.: Represented the company in connection with a $24,000,000 common stock and warrant financing.
Conforma, Inc.: Represented the company in connection with a $1,000,000 Series A-1 preferred stock and warrant financing.
Conforma, Inc.: Represented the company in connection with a $15,000,000 Series C preferred stock financing.
Forward Ventures/Ambit Biosciences: Represented Forward Ventures and other investors in connection with a $2,000,000 secured bridge loan to Ambit Biosciences.
Forward Ventures/Arizeke Pharmaceuticals, Inc.: Represented Forward Ventures and other investors in connection with a $2,800,000 secured bridge loan to Arizeke Pharmaceuticals, Inc.
Forward Ventures/Sagres Discovery: Represented Forward Ventures and other investors in connection with a $3,000,000 secured bridge loan to Sagres Discovery.
Linspire, Inc.: Represented the company in connection with its managed private placement through UBS.
Linspire, Inc.: Represented the company in connection with its $4,000,000 Series A-1 financing.
Merchandising Avenue: Represented the company in connection with a $900,000 bridge loan.
Merchandising Avenue: Represented the company in connection with a $4,135,000 Series A preferred stock financing.
Merchandising Avenue: Represented the company in connection with a $750,000 Series B preferred stock financing and debt restructuring transaction.
Nonstop Solutions, Inc.: Represented the company in connection with a $4,170,000 Series G preferred stock financing.
Nuvasive, Inc.: Represented the company in connection with a $2,200,000 bridge loan.
Nuvasive, Inc.: Represented the company in connection with a $12,000,000 Series B preferred stock financing.
Nuvasive, Inc.: Represented the company in connection with a $3,000,000 Series C preferred stock financing.
Nuvasive, Inc.: Represented the company in connection with a $1,500,000 bridge loan.
Nuvasive, Inc.: Represented the company in connection with a $30,000,000 Series D preferred stock financing.
Nuvasive, Inc.: Represented the company in connection with a $15,000,000 Series D-1 preferred stock financing.
Metallic Power: Represented the company in connection with a $6,600,000 Series B preferred stock financing.
Metallic Power: Represented the company in connection with a $18,000,000 Series C preferred stock financing.
Metallic Power: Represented the company in connection with a $13,500,000 Series D preferred stock financing.
QuestMark Partners: Represented QuestMark Partners in connection with a $10,000,000 series C investment in Ensenda, Inc.
SIPPhone, Inc.: Represented the company in connection with a $2,500,000 venture debt financing.
SIPPhone, Inc: Represented the company in connection with a $3,000,000 bridge loan.
Sorrento Networks: Represented the company in connection with a $50,000,000 Series A preferred stock financing.

Representative Mergers and Acquisition Transactions

Accentcare, Inc.: Represented the company in connection with its $1,600,000 acquisition of Comprehensive Home Care, Inc.
Chartone, Inc.: Represented the company in its $11,000,000 acquisition of Electronic Health Information, Inc.
Chartone, Inc.: Represented the company in its $7,500,000 acquisition of Moms Desk Commerce Corporation.
Endocare, Inc.: Represented the company in its $20,000,000 disposition of its cardiac product line to Cryocath Technologies, Inc.
Endocare, Inc.: Represented the company in its $36,000,000 acquisition of Timm Medical Technologies, Inc.
Endocare, Inc.: Represented the company in its $2,000,000 disposition of its urological prostheses product line to American Medical Systems, Inc.
Endocare, Inc.: Represented the company in its $2,700,000 disposition of its urinary incontinence product lines to SRS Medical Corp.
Ipivot: Represented the company in its $500,000,000 acquisition by Intel Corporation.
Nonstop Solutions, Inc.: Represented the company in its $10,000,000 acquisition of Supply Chain Solutions, Inc.
Nonstop Solutions, Inc.: Represented the company in its $8,000,000 acquisition of D.P. Hamacher & Associates, Inc.
Nonstop Solutions, Inc.: Represented the company in its acquisition of Evant, Inc.
Novex: Represented the company in its $66,000,000 acquisition by Invitrogen Corporation.
University Netcasting: Represented the company in its $8,000,000 acquisition by Student Advantage.

Representative Public Securities Transactions

Ligand Pharmaceuticals, Inc.: Represented the company in connection with a $50,000,000 zero coupon note conversion transaction.
Robertson Stephens, Inc.: Represented Bancboston Robertson Stephens, Inc., Banc of America Securities LLC, Paine Webber Incorporated and First Union Capital Markets in the $40,000,000 initial public offering of Charlotte Russe Holding, Inc.
Linspire, Inc.: Represented the company in its initial public offering filings.

Professional Activities

American Bar Association
San Diego County Bar Association
Tech Coast Angels
U.C.S.D. Connect
Association of Corporate Counsel
AeA
- San Diego Council Finance Roundtable
-- Co-Chair, 2007-present
- San Diego Council Emerging Growth Task Force
-- Chair, 2002-2004

Admissions

California

Education

University of California, Berkeley, Boalt Hall School of Law, J.D., 1993

California Law Review

University of California, Los Angeles, B.S., summa cum laude, 1990

Experience

Duane Morris LLP
- Partner, 2007-present
Linspire, Inc. and SIPphone, Inc.
- Vice President, General Counsel and Secretary, 2004-2007
Morrison & Foerster LLP
- Senior Associate, 2003-2004
Brobeck, Phleger & Harrison LLP
- Associate, 1996-2003
Mulvaney, Kahan & Barry
- Associate, 1993-1996

Selected Speaking Engagements

Moderator, "By The Numbers - The CFO Guide to Effective Board Meetings," American Electronics Association, San Diego, June 24, 2008
Speaker, "The Secrets to Negotiating Complex Corporate Alliances" and "Handling Sophisticated Financial Investments and Transactions," National Business Institute's Biotechnology Ventures: Beyond the Basics seminar, San Diego, California, May 21, 2008
Co-speaker, "What Every GC Should Know About Shareholder Activism," ALM's 5th Annual General Counsel West Coast Conference, San Francisco, California, November 15, 2007