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Michael D. Orlando

Thought Leadership


Michael D. Orlando is a corporate and intellectual property transactions attorney in the firm's San Diego (Del Mar) office. He is Team Leader of the firm's Technology Transactions Team.

Areas of Practice
Mr. Orlando advises clients on intellectual property development and licensing, outsourcing, joint ventures, mergers & acquisitions, venture capital financing, and commercial transactions, including international transactions.  Mr. Orlando has particular experience in cross-border transactions in Europe and spent several months on secondment in Germany.  He is a Legal 500 ranked attorney in the area of Media, Technology and Telecoms.

Mr. Orlando’s cross-disciplines in both intellectual property and corporate law allow him to leverage both practice areas when structuring transactions for his clients, including the use of joint ventures and strategic alliances in the financing, development and licensing of technology.

Mr. Orlando’s legal practice spans multiple industries, including software, hardware, medical devices, biotechnology/pharmaceuticals, healthcare IT, financial services, consumer products, sports equipment, apparel, telecommunications, aerospace, automotive, food & beverage, energy and real estate.

Mr. Orlando has extensive experience assisting companies with their intellectual property and commercial transactions, including:

  • patent licenses, development and collaboration agreements, clinical trial agreements, and supply, manufacturing, distribution and other outsourcing agreements for pharmaceutical, biotechnology and medical device companies;
  • software and hardware technology licenses, development agreements, software as a service (SaaS) agreements, maintenance and support agreements, service level agreements, cloud computing arrangements, strategic alliances, joint development agreements, manufacturing and supply agreements, OEM, VAR, reseller and distribution agreements;
  • outsourcing agreements, including information technology outsourcing (ITO), business process outsourcing (BPO), technology development, manufacturing, and supply agreements, joint ventures, and offshoring arrangements;
  • online advertising agreements, privacy policies, terms of service, website and mobile application development agreements, hosting agreements and e-commerce fulfillment agreements; and
  • trademark licenses, merchandising agreements, distribution agreements, endorsement/sponsorship agreements, marketing agreements, and sweepstakes/content agreements.

Prior to his legal practice, Mr. Orlando founded and managed a technology development company focused on software as a service (SaaS) Internet applications.


  • Media, Technology and Telecoms, Legal 500, 2016-2018


Representative Transactions:

Technology Transactions, Outsourcing and Joint Ventures

  • Represented R1 RCM (Nasdaq: RCM) in a strategic outsourcing agreement with Intermountain Healthcare to take over revenue cycle management operations for Utah’s largest healthcare system.
  • Represented Shanghai Fosun Pharmaceutical Co., Ltd. in a series of strategic investments in U.S. diagnostic companies and related exclusive license, manufacturing and distribution agreements for the technology in China.
  • Represented Heritage Provider Network in the intellectual property licensing aspects of a large joint venture with Trinity Health for population health management.
  • Represented Atara Biotherapeutics, Inc. in structuring a joint venture with Amgen and     Kleiner Perkins Caufield & Byers for developing innovative therapies for patients with chronic diseases.
  • Represented Elcelylx Therapeutics, Inc. in a spin-off of assets into Nazura BioHealth, Inc.
  • Represented Amgen (Nasdaq: AMGN) in a large number of transactions with CROs, universities and research institutions around the world for clinical trials of several     novel drug candidates.
  • Represented a publicly-traded pharmaceutical company in a series of development and     manufacturing agreements (both clinical and commercial) in Europe and Asia.
  • Represented Spy Optic in its licensing, endorsement, sponsorship, international distribution and manufacturing transactions.
  • Represented Zeebo, Inc. in a joint venture with Qualcomm for the development of a video game console, as well as in its international distribution and licensing transactions.
  • Represented Electronic Arts (EA) (NASDAQ: ERTS) in the license and development of mobile video game applications.

Mergers and Acquisitions

  • Represented adidas AG in the sale of Taylor Made Golf Company, including all transition services arrangements worldwide.
  • Represented Ingram Micro (NYSE: IM) in its intellectual property licenses and transition services arrangements for the acquisition the Odin Service Automation platform and     associated cloud management technologies from Parallels.
  • Represented Diageo plc in its transition services and supply arrangements for the sale of its wine business to Treasury Wine Estates Ltd.
  • Represented DJO Global in the acquisition of certain medical device assets from Zimmer Biomet, including post-acquisition transition services, supply and licensing arrangements.
  • Represented Aduro BioTech, Inc. in the acquisition of all GVAX vaccine assets from BioSante Pharmaceuticals, Inc. and related technology transfer and licensing.
  • Represented Taylor Made Golf Company in the acquisition of Adams Golf, Inc.
  • Represented Alcatel-Lucent (NYSE: ALU) in the purchase of a software solutions provider.
  • Represented VF Outdoor (NYSE: VFC) in the acquisition of adventure travel gear company, Eagle Creek.
  • Represented Rusty Surfboards and the majority shareholder in the sale of the Rusty surf apparel company and post-acquisition licenses and services arrangements.

Venture Capital

  • Represented Nanomedical Diagnostics in its Series A preferred stock financing.
  • Represented Celula in its Series B-1 preferred stock financing.
  • Represented JAFCO and Nextech Ventures as lead investors in the Series A preferred stock financing of Tracon Pharmaceuticals.
  • Represented Helicon Therapeutics in its Series F preferred stock financing.
  • Represented Kleiner Perkins Caufield & Byers and Enterprise Partners as lead investors in the Series AA preferred stock financing of Opthonics.

Thought Leadership


  • "Using Term Sheets to Optimize Important Licensing Transactions," Intellectual Property Licensing Strategies 2016 ed. (Thomson Reuters/Aspatore Books), 2016

  • "Key Contract Considerations and Governance Issues for Managing Outsourcing Risks," Best Practice for Managing Outsourcing Transactions (Thomson Reuters/Aspatore Books), 2014

  • "Put Your Commission Contracts In Writing - It's The Law," TransWorld Business, May 24, 2012
  • "Using Stock Options and Other Equity Incentives to Retain and Attract Talent," TransWorld Business, February 29, 2012
  • Author, “Where Do You Want To Go Next? Evaluating Exit Strategies For Your Business,” Transworld Business (October 2007)
  • Michael is a frequent contributor to several Internet sites on a variety of corporate, intellectual property and employment law issues.

Speaking Engagements

  • “Health Wearables and Mobile Medical Devices: Keeping Pulse on Legal issues,” International Technology Law Association (ITechLaw), Speaker, November 10, 2016
  • “Cross Border Issues,” International Technology Law Association (ITechLaw), Panelist, May 19, 2016
  • “Know how and trade secrets - a global view,” Terralex, Presenter, June 2015
  • “Managing Sourcing Successfully,” Connect, Panelist, April 22, 2014
  • “What's new in China Pharma Partnering,” BioPharma Partnering Forum, Panelist, April 29, 2013
  • “Venture Capital Financing in the Life Science Industry,” Cal State San Marcos, Master of Biotechnology Program, Guest Lecturer, November 2012.
  • “Legal Issues for Sports Start-Ups,” San Diego State University, Sports MBA Program, Guest Lecturer, 2011.
  • "Increasing Income and Profit By Outsourcing Professional Help," ASR Tradeshow, Panelist, February 4, 2010.
  • “Doing Business in China,” California Society of CPAs, October 22, 2009.
  • “Financing and Managing Your Business in a Down Economy,” IASC Skateboarding Industry Summit, Panelist, April 4, 2009.
  • “Bridging the Gap for Transactional Lawyers,” San Diego County Bar Association, Panelist, June 24, 2008.
  • “Internet Business Agreements: Key Issues and Practical Advice,” Whittier Law School, Guest Lecturer, 2008.
  • “Trials and Tribulations of Bringing a Product to Market,” CEO Strategy Forum (Connect), Panelist, March 27, 2008.



  • San Diego County Bar Association
  • State Bar of California
  • Hawaii State Bar Association
  • American Bar Association (Business Section, Cyberspace Law and IP Committees)
  • National Eagle Scout Association
  • Software San Diego
  • International Technology Law Association