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NAME AND TITLE: Dennis R. Shaughnessy, general counsel, secretary and senior vice president, corporate development. AGE: 45 MIGHTY MICE: Mice are not nocturnal nuisances nor cute, cheese-chewing cartoon characters to Dennis R. Shaughnessy, general counsel of Charles River Laboratories International Inc. Little mice are big business for Shaughnessy’s employer, the world’s leading supplier of lab mice and rats to drug companies, biotech firms and medical schools and labs. Charles River’s bewhiskered products range from a $3.60 healthy white lab mouse to specially bred creatures, such as a strain of diabetic mice that cost more than $200 each. Charles River houses, feeds and breeds “millions and millions” of mice, said Shaughnessy, shipping the little squeakers worldwide or using them for medical or drug tests in the company’s own labs. Drug and biotech companies often supply genetically altered mice for Charles River to breed, sell or test under licensing agreements. It falls to Shaughnessy to protect customers’ legal rights to these animals’ unique genetic makeup. Charles River philosophically favors an open system on animal genetics, said Shaughnessy, and so doesn’t patent strains of mice that it develops in its own labs. However, the company is pledged to protect its customers’ intellectual property portfolios, which may include patents on a new or modified mouse gene, the gene’s function, the process of inserting, removing or altering the gene and the genetically altered creature itself. “Part of that process is to help the customer identify what’s protected, and then ensure that the work and the data remains confidential, and that there’s no breach of IP protection,” Shaughnessy said. “We are the guardians of the integrity of the genetically engineered mouse system.” THE BIG CHEESE: Wilmington, Mass.-based Charles River is one of the current darlings of Wall Street. In 2002, CEO James Foster was named Forbes “Entrepreneur of the Year,” and the firm topped The Boston Globe‘s list of the 100 best-performing Massachusetts public companies. In 2001, as other biotech companies crashed and burned, Charles River increased its revenues by more than 50 percent, reporting sales of $465 million and a 20 percent profit margin. The company, with facilities in 17 countries, has a work force of about 5,000, including more than 300 Ph.D.s, M.D.s and veterinarians. SHAUGHNESSY’S SHOP: Shaughnessy oversees an annual legal budget of less than $1 million and supervises two job-sharing lawyers, both veterans of Boston’s Hale and Dorr. Senior counsel Deborah Gray deals with securities, governance and M&A work, and corporate counsel Rushna Heneghan handles contracts, commercial matters and real estate. As senior vice president for corporate development, Shaughnessy is chiefly responsible for joint ventures, strategic alliances, technology-licensing agreements and corporate acquisitions, including recent purchases of major drug-testing firms — such as the $27 million acquisition of Springborn Laboratories Inc. in 2002 and the $52 million deal for Primedica in 2001. The in-house lawyers work with the company’s regulatory office to keep current on U.S., European and Japanese drug-testing requirements and laboratory standards, although customers remain ultimately responsible for regulatory compliance. LBO AND IPO: When Charles River hired Shaughnessy as general counsel in 1988, it was a wholly owned subsidiary of optical products maker Bausch & Lomb. The Rochester, N.Y.-based company was a good parent, Shaughnessy recalled, supporting Charles River’s expansion in the 1990s. However, B&L balked at its subsidiary’s plans to expand its in-house laboratory operations. Shaughnessy and his fellow executives decided to make a fresh start with a leveraged management buyout. The buyout took about a year from inception to inking the deal in September 1999, said Shaughnessy, who worked closely with management’s financial backers: the global health care partners unit of Donaldson, Lufkin & Jenrette. Together with Foster, Shaughnessy convinced Bausch & Lomb not to auction Charles River to an outside bidder, and negotiated the buyout package of $400 million in cash and a $43 million promissory note. The deal was barely done when Shaughnessy began working on Charles River’s initial public offering on the New York Stock Exchange. Despite the stock market downturn that had then just begun, the July 2000 offering did unexpectedly well, raising $257 million and allowing Charles River to pay back Donaldson and buy back the junk bonds that financed part of the buyout. MONKEY BUSINESS: Caged mice may be Charles River’s bread and butter, but meandering monkeys have created more legal headaches. Beginning in 1973, the company maintained colonies of almost 1,000 rhesus monkeys on two isolated islands off the Florida coast, about 25 miles northwest of Key West. The monkeys were tagged, fed and monitored by company wardens, but otherwise were allowed to roam free until needed for laboratory tests. Freed from the privations of their native India, and blissfully ignorant of environmental regulations in their new home, the monkeys spent their days gnawing on mangroves, much to the displeasure of Florida environmental officials, who sued Charles River over damage to federally protected wetlands. In 1999, after more than a decade of administrative proceedings and litigation, a state judge finally ordered Charles River to remove the primates and revegetate the islands. The company is in the final stages of restoring habitat and settling environmental damage claims, said Shaughnessy, and Charles River is now out of the monkey business. Company lawyers keep current on federal and state regulations on the care, feeding and disposal of lab animals, Shaughnessy said, adding that Charles River has faced no complaints from animal rights activists over its treatment of mice or rats. “People don’t have the same emotional attachment [to rodents] that they have to primates,” he said. PRINCIPAL OUTSIDE COUNSEL: Shaughnessy turns to New York’s Davis Polk & Wardwell for securities and corporate governance work, Boston’s Testa, Hurwitz & Thibeault for litigation, intellectual property and mergers and acquisitions, the Boston office of Jackson Lewis for employment law, and Portland, Maine’s Pierce Atwood for IP, licensing and transactional work. FROM LEXINGTON TO THE LAB: The Lexington, Mass., native said he spent far more of his childhood in his hometown’s ballfields than in its Revolutionary War battlefield. After earning a B.A. from Pennsylvania State University in 1978 and a master’s in social service administration from the University of Michigan in 1979, Shaughnessy took a day job working on public policy issues for the U.S. Department of Health, Education and Welfare in Washington, D.C., while taking evening classes at the University of Maryland School of Law. After getting his law degree in 1984, Shaughnessy worked for a year at Philadelphia’s Duane Morris before joining Testa Hurwitz. There he worked on venture capital transactions, IPOs, mergers & acquisitions and technology licensing. He became Charles River’s GC in 1988. PERSONAL: Dennis and Virginia Shaughnessy live in Ipswitch, Mass., with their four children: Lindsey, 15, Kathleen, 14, Audrey, 12, and Douglas, 10. LAST BOOK READ: “As the Future Catches You,” by Juan Enriquez.

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