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Adagio Therapeutics: Director Or Senior Director Corporate Counsel

Adagio Therapeutics

This is a Full-time position in San Antonio, TX posted March 6, 2022.

Adagio is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of antibody-based solutions for infectious diseases with pandemic potential.

The company’s portfolio of antibodies has been optimized using Adimab’s industry-leading antibody engineering capabilities and is designed to provide patients and clinicians with a powerful combination of potency, breadth, durable protection (via half-life extension), manufacturability and affordability.

Adagio’s portfolio of SARS-CoV-2 antibodies includes multiple, non-competing broadly neutralizing antibodies with distinct binding epitopes, led by ADG20.

Adagio has secured manufacturing capacity for the production of ADG20 with third-party contract manufacturers through the completion of clinical trials and, if approved by regulatory authorities, through initial commercial launch.Position Title: Director/Senior Director, Corporate Counsel:Position Summary:The Director/Senior Director, Corporate Counsel will be responsible for managing or supporting general corporate matters, including corporate organization, securities compliance, transaction support, license agreements, financing activities, and contract drafting, negotiation and management.Responsibilities include, but are not limited to, the following:Providing advice and counsel to senior management on company’s compliance with applicable securities laws and NASDAQ rules and regulations, including filing all periodic SEC 1934 Act filingsDrafting and/or reviewing (in collaboration with cross-functional team and outside counsel, as appropriate) in the drafting and/or reviewing of SEC filings, including 10-K, 10-Qs, Proxy Statement, 8-Ks, Section 16 reporting (Forms 3, 4 and 5), and ensuring compliance with SEC and NASDAQ rules and regulationsSupporting the General Counsel in maintaining and managing company’s corporate governance and corporate secretary matters relating to the company’s Board of Directors and related committees, including Sarbanes Oxley compliance.

Includes drafting agendas, minutes and resolutions and reviewing board mailing materialsAssisting on executive and director compensation matters, including providing advice and counsel on matters relating to plan documentation and related securities matters (including preparation of registration statements on Forms S-3 and S-8)Responsible for handling open window trading preclearance process and stock ownership and retention requirement compliance.

Draft communications and provide trainings for the company regarding insider trading laws and requirements.

Support 10b-5 plan requirementsCollaborating within legal and cross-functionally to advise on disclosure matters, including coordinating the review of earnings and other press releases, presentations, significant internal communications and other announcements.Providing support for corporate transactions, including securities offerings, financings, investments, acquisitions and divestitures and other strategic transactions, including coordinating internal teams, supporting due diligence activities and working with outside counsel.

Structuring key business initiatives in a manner that helps to achieve business objectives while at the same time protects legal, intellectual property, regulatory, and tax directives and considerationsSupporting public company and other compliance efforts, including the development and ongoing review of policies and procedures and the implementation of training initiativesSupporting the drafting, reviewing, and negotiating a variety of contracts, including master services agreements, statements of work, consulting agreements, confidentiality agreements, commercial agreements, market access agreements, manufacturing and supply agreements, license agreements, clinical trial agreements, technology agreements, and research and collaboration agreements, independently, as well as in coordination with external counsel (depending on the complexity of the agreement)Building and supporting the culture of the legal department as a valued business partner, by working collaboratively with key stakeholders (including senior management, internal clients, intellectual property, and finance), gaining a deep understanding of the business and its needs, and implementing a pragmatic approach to contracting consistent with those needsAdvising internal clients on contract interpretation, obligations, risk exposure, dispute resolution, and other legal matters in a pragmatic way that results in actionable business adviceEducating internal clients on key commercial, legal, corporate policy and other considerations to ensure timely performance and adherence to terms of contractsCoordinating and collaborating with finance and the business to assist in managing obligations (e.G., milestones, deliverables, invoicing)Monitoring and keeping senior leadership apprised of corporate governance trends and developmentsProviding legal support for a diverse range of matters related to day-to-day operations of the company; collaborate cross-functionally with other departments, including Finance, Accounting, Investor Relations, Corporate Communications, and others on various projects, initiatives, and activitiesManaging outside counsel resourcing and budget for complex contracting and corporate supportRequired Skills:Have a Juris Doctor (J.D.) from an ABA-accredited law school; be an attorney in good standing with license to practice in the state where you reside; and have the ability toobtain a MA in-house counsel limited licenseHave a minimum of 5 years of relevant SEC/public company experience in a law firm and/or pharmaceutical/biopharma company, with industry experience preferredHave transactional experience, at a law firm preferredDemonstrate comprehensive knowledge of the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations of the SEC under those acts, and of the requirements of NASDAQ, as well as Sarbanes OxleyDemonstrate financial literacy and comprehension and articulation of corporate finance disclosure issues, and comfort discussing financial statement concepts including accounting and tax.

Have an understanding of the Delaware Corporation Law and be proficient in the principles and practice of major aspects of corporate lawHave experience leading or working on corporate transactions, e.G., licensing, collaborations.

M& A is a plusHaveexperience drafting and negotiating, standard agreements used in the pharmaceutical industry and a developed understanding of the laws and regulations applicable to the development and commercialization of pharmaceutical products.

Experience with a commercial-stage pharmaceutical company is strongly preferredAbility to contribute to discussions of general business issues; to work well with a wide range of clients, from senior executives to operating personnel; and to work independently as well as to lead a project from conception to completionAbility to analyze complex legal and regulatory material, communicate the implications in clear and simple language, and recommend appropriate courses of actionGeneral understanding of legal technology commonly used to support a corporate governance and securities law practice, including familiarity with securities filing software, entity and document management, and research resourcesManage outside counsel for cost-efficient, time-optimized and high-quality deliverablesRequirements:Be a critical thinker who demonstrate exceptional judgment, self-management, impeccable ethics, and a high degree of personal and professional maturityStrong sense of accountability and ownershipHighly organized and detail-orientedExceptional multi-tasker with strong work ethic to deliver timely, high-quality work productThrive in a fast-paced, rapidly evolving environment and view obstacles as opportunitiesProactive in identifying issues, opportunities and pragmatic solutions for short and long-term success and growth for the business and legal teamHighly collaborative; ability to work independently and as a teammatePositive, growth mindsetInterest and ability to learn the business and build relationships with clients to effectively prioritize and deliver exceptional resultsTeam player willing to support the legal team and business on broader initiatives and pitch-in where neededStrong interpersonal, written and verbal communications skills, MS Office skills and computer skillsStrong problem-solving and decision-making skills with demonstrated ability to think creatively and devise solutions to challenging problemsHave a high-quality and continuous improvement orientation, ensuring we are staying current with relevant laws, regulations, guidance, policies and codes in how we identify and mitigate risk and provide solutions to the businessDemonstrated ability and prioritization to be a valued business partnerHave a point of view and the confidence to (appropriately) challenge assumptions, coupled with a high level of professionalism and the sophistication and finesse to push through issues while maintaining relationships internally and externally when negotiating contractsAbility to travel to Waltham, Massachusetts officeAt Adagio we strive to create a welcoming and inclusive environment.

Here all applicants will receive equal consideration for employment without discrimination on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, disability, or any other applicable legally protected characteristics.Adagio is proud to be an equal opportunity employer.

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