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NAME: William D. Stempel TITLE: Vice president and general counsel AGE: 47 COMPANY: Geron Corp. is a biopharmaceutical company based in Menlo Park, Calif., that was in the news this summer because it financed the work of the University of Wisconsin biologist who first isolated human embryonic stem cells. Although the Wisconsin Alumni Research Foundation holds the relevant patent, it licensed to Geron the rights to develop commercial applications of six cell types. This means that if other researchers develop commercial applications such as pharmaceuticals, using stem cells covered by the patent, they will have to negotiate with Geron to bring them to market. The value of Geron’s license, and the five cell lines it possesses, were only enhanced by President George W. Bush’s announcement on Aug. 9 that the federal government will fund research only on cell lines in existence on that date. Geron has also ventured into another field fraught with controversy: cloning. In May 1999, Geron acquired the spinoff of the Scottish laboratory that cloned Dolly, the first cloned animal and the world’s most famous sheep. Congress is considering a bill to outlaw the cloning of human beings; the two patents Geron has exclusively licensed involve animals, not humans. The company’s research also includes new approaches to cancer diagnosis and treatment and pioneering work in the emerging field of regenerative medicine. Geron hopes to develop techniques that produce healthy replacement cells to restore function to organs impaired by disease. Such techniques could involve stem cells generated from a patient’s own cloned cells. The publicly traded company, with 136 employees, has yet to turn a profit since its founding in 1990. RESPONSIBILITIES: Stempel is Geron’s first general counsel and he has been there only since January 2001. Before then, the company managed with an intellectual property department headed by attorney David J. Earp, who also has a Ph.D. in biochemistry and molecular biology. Earp’s department, including one other lawyer, remains independent and continues to handle all IP and patent work. Geron’s decision to add a general counsel, Stempel said, reflects its growth and changing focus. “It’s transitioning from being a company with terrific science and IP based on research to one increasingly focused on developing that science into business,” he said. In his one-man shop, Stempel handles all legal affairs unrelated to intellectual property. His responsibilities cover corporate governance, compliance with securities laws, financial transactions and employment issues, including hiring, firing, benefits and disputes. Since Geron collaborates with many partners, innumerable contracts are sent out each year. When research material is sent to labs, for example, transfer agreements spell out what is being transported and how it will be used. Typically, the agreement also requires researchers to report their accomplishments to Geron, which retains the right to license resulting inventions based on terms that the parties subsequently negotiate. Licensing agreements are also a staple of his workload, as are research agreements that specify the money a researcher will be paid, the work expected in return and the assignment of rights, should an invention result. TRANSACTIONS: Some of the larger deals Stempel has arranged during his brief tenure granted companies cloning licenses. Most involved animals, like the contract with an Australian company that intends to produce superior sheep and cattle. But one was with a company attempting to develop fibers that harness the strength of spider silk. Among other uses, this company hopes to develop a medical product that can be used to suture wounds. In another significant transaction, Stempel restructured Geron’s licensing agreement covering cancer and regenerative medicine products with University Technology Corporation (an affiliate of the University of Colorado). Under the new agreement, the payments Geron will make when it grants sublicenses to companies that develop diagnostic, therapeutic or research products will be based on Geron’s revenues from the companies rather than the companies’ sales. STEM-CELL LITIGATION: The only lawsuit Stempel has faced has received considerable publicity. When Geron signed a contract with the Wisconsin Alumni Research Foundation licensing development of six types of human embryonic stem cells, the contract granted the company the first option to negotiate an extension to include additional types. Geron claims it exercised that option to license another 11 types in July. Shortly after the president made his announcement, the foundation sued in federal court in Madison, Wis., arguing that its negotiations with Geron had not resulted in an agreement and requesting that a judge issue a declaratory judgment that the option has expired and the foundation is free to negotiate with other parties. It later amended the complaint, arguing that Geron’s exclusive rights to research products are limited to those that use proprietary, patented technologies owned by Geron. WARF v. Geron Corp., No. 01C 0459 C. Stempel insisted that he is still hoping to resolve the dispute amicably. The issue is a narrow one, he said, and the two sides have a long, fruitful relationship that Geron wants to maintain. The foundation declined to comment. “Frankly, we’ve already got the six best,” Stempel said of the cell types Geron has licensed — liver, blood, bone, pancreas, nerve (brain and central nervous system) and muscle (including heart). The limits Bush imposed on the research have underscored the control exercised by Geron. A stem-cell scientist, commenting on the agreements he would be required by Geron to sign, told The New York Times: “Those conditions would mean that I am the ideal employee of Geron. They don’t pay my salary, they don’t pay my benefits, but anything I discover they own.” Stempel said Geron is as eager to see advances in the field as anyone. And not just for financial reasons. Geron’s scientists are working to advance science, and the company hopes to commercialize those advances. The two are not mutually exclusive, he said. OUTSIDE COUNSEL: Geron hired Brady Williamson in the Madison office of Milwaukee’s LaFollette, Godrey & Kahn to represent it in the litigation. The Menlo Park, Calif., office of Latham & Watkins is the company’s principal outside counsel, but most of the company’s needs revolve around IP and patent issues, which Earp handles. ROUTE TO THE TOP: After graduating from Yale University in 1975 and Yale Law School in 1978, Stempel spent three years as an associate at New York’s Debevoise & Plimpton, the last half in the litigation department, long enough to convince him that he didn’t want to be a litigator and that he didn’t enjoy working at a big firm. He took a job in the general counsel’s office back at Yale in 1981, planning to stay a few years, which turned into 17, including six months as acting general counsel. He acquired considerable experience handling research issues for Yale’s medical school and was the principal lawyer responsible for IP matters throughout the university. He found himself on the hot seat once when five Orthodox Jewish students threatened to sue the university if they were required to live in coed dorms. In 1998, he became the first general counsel of UCSF Stanford Health Care in San Francisco, which turned out to be a job overseeing the breakup of a brief, unsuccessful merger of two university medical centers. Even though the job lasted little more than two years, he found that he enjoyed life as a general counsel, and he particularly liked working for a science-based organization. He had resolved to stay in California, and Geron’s offer seemed like a perfect fit. FAMILY: Stempel’s wife, Ann Lindbeck, is an artist who teaches adults at a community arts center. Their son, Adam, is 12. LAST BOOKS READ: “The Amazing Adventures of Kavalier and Clay,” by Michael Chabon, and “Nothing Like It in the World: The Men Who Built the Transcontinental Railroad, 1863-1869,” by Stephen Ambrose.

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