MILES H.

GRODY
Potomac, Maryland 20854
301-529-1207 milesgrody@aol.com
GENERAL COUNSEL
Business-oriented attorney with extensive experience developing, implementing, and managing comprehensive legal
strategies closely tailored to match core corporate goals and objectives. Experience covers management and
oversight of the internal legal affairs of public and private companies, including a broad range of various types of
litigation, contract negotiation and drafting, patent prosecution and intellectual property protection, customer and
partner relationship development and management, regulatory compliance, regulatory and administrative
investigations and hearings, human resource issues, and investor relations. Enjoys rolling up his sleeves and taking a
hands-on approach to anticipating challenges and problems, and advancing the corporate mission.
CORE COMPETENCIES
Legal
Public and Private Company General Counsel / Litigation and Dispute Management / Technology Licensing /
Technology Partnering / Patent Portfolio Management / Corporate Governance / SEC Compliance / IPO /
FDA Regulatory Compliance / Venture Capital / Risk Management / Technology Services Agreement /
Clinical Trial Agreement / Sponsored Research Agreement / Board of Directors Counseling
Industry
Medical Device / Information Technology / Business Software
PROFESSIONAL EXPERIENCE
ACell, Inc., Jessup, MD
2002 to Present
SVP, General Counsel, Corporate Secretary, Former COO
Member, Executive Management Team
ACell is a private, profitable, rapidly growing medical device company in the field of regenerative medicine.
Built legal department from scratch, addressing customer contract negotiation and execution, contract
administration, human resources support, regulatory compliance, U.S. and international patent and trademark
prosecution and protection, outside counsel management, research and development support, clinical affairs
support, and management of legal issues associated with investor and corporate matters.
Led legal strategy in connection with the negotiation of two major group purchasing organization agreements that
have broadly expanded ACells existing and accessible customer base. Negotiated resolution of a complex and
controversial issue that threatened to undermine one of these critical agreements.
Developed and enhanced contract templates for hospital purchase and consignment agreements, business
associate agreements, and interim purchase agreements, giving ACell significant leverage in customer
relationship management.
Instituted FDA regulatory compliance program, including appointing a chief compliance officer and hiring a
compliance staff addressing issues such as on-label promotion, anti-kickback and false claims act adherence, key
opinion leader management, free sampling, and product safety.
Participated in the development of litigation strategy, coordinating and working in close partnership with outside
counsel to successfully manage crucial patent infringement litigation.
Obtained positive, creative resolutions in multiple employment related disputes and patent royalty disputes.
Successfully managed a complex patent interference before the U.S. Patent and Trademark Office, a patent
reexamination before the U.S. Patent and Trademark Office, and multiple European patent opposition hearings.
Directed response to insurer regarding adverse decision on offering product liability insurance, resulting in
insurer changing its mind and offering coverage, and allowing ACell to continue to sell products in a multimillion dollar, high revenue generating, growing market.

MILES H. GRODY
PAGE 2 OF 3

Managed legal work associated with three rounds of over $25M in private capital fundraising, including
navigating the Board of Directors through a divisive corporate management issue and helping to raise more
than $6M while involved in complex patent infringement litigation.
Manage the work, training and professional development of two attorneys, two contract administrators, and
three regulatory compliance specialists.
Developed and implemented creative strategies for funding the bulk of an unbudgeted, multi-million dollar
litigation that included minimizing utilization of funds from investors or funds allocated for general operations.
Negotiate and draft multiple customer agreements, sales and marketing distribution agreements, sponsored
research agreements, clinical trial agreements, employment and sales commission agreements, building leases,
SaaS agreements, and confidentiality and non-compete agreements.
Serve as direct report for the regulatory, quality and IT departments, in addition to the legal department.

Perceptant Corporation, Austin, TX

2001 to 2002
CEO, President, and Director
Perceptant was a VC backed start-up automobile finance software company created and funded by Austin Ventures
whose technology was sold to Jericho Information Technology.
Designed and managed the development and execution of the companys business strategy, including business
plan and industry focus.
Raised $1.5M and oversaw the utilization of a total of $4.5M in venture capital.
Managed all of the companys legal affairs as its de facto general counsel.
Conducted venture funding management and legal and financial due diligence.
Negotiated and drafted customer license agreements, software supplier license and reseller agreements, IT
services agreements, and confidentiality agreements.
Oversaw employment issues, employee stock options, and trademark registrations.
Credit Management Solutions, Inc., Annapolis Junction, MD
1995 to 2001
CEO and President, CMSI Systems, Inc.
Director on the Board of Directors, CMSI
CMSI Systems, Inc. was the profitable and principal revenue generating subsidiary of the automobile finance
technology holding company CMSI (NASDAQ: CMSS).
Positioned CMSI for $52M acquisition by First American Financial (NYSE: FAF).
Leveraged licensing arrangements to develop and build multi-million-dollar professional services business
associated with the companys software customers.
Negotiated partnership arrangements with customers.
Converted risky dispute with a major banking services company into a favorable $400K settlement paid to CMSI.
Reorganized operational division and increased total revenue by more than 33% ($5M).
General Counsel, SVP, Director, and Secretary
Established CMSIs licensing, patenting, and IP strategy as a private company.
Guided CMSI through its IPO and established the legal framework to support the companys new e-business
initiatives.
Implemented and enforced all SEC regulatory compliance issues associated with CMSIs transition from a
private to public company.
Enhanced CMSIs negotiation leverage through design of software licensing agreements which utilized
weaknesses in the IT procurement processes of banks.
Assessed and implemented pre-IPO and post-IPO strategies as member of four-person executive team.
Designed the companys legal agreements for e-business and service bureau arrangements.

MILES H. GRODY
PAGE 3 OF 3
TomaHawk II, Inc., Washington, DC, and Chicago General Counsel/Co-Founder
Rowan & Grody, P.C., Washington, DC Partner/Co-Founder
Perot Systems Corporation, Herndon, VA Corporate Counsel
Milgram, Thomajan & Lee, P.C., Washington, DC Associate
Lewis & Roca, Phoenix, AZ Associate

1993 to 1995
1992 to 1993
1988 to 1992
1987 to 1988
1986 to 1987

EDUCATION
Yale University Law School, Juris Doctor

1986

Yale University, M.Phil. in Cultural Anthropology

National Science Foundation Scholarship

1983

Harvard University, B.A. in Cultural Anthropology

Magna Cum Laude with Highest Honors; Phi Beta Kappa

1978

BAR MEMBERSHIPS
Admitted to practice in the District of Columbia and Arizona.
REPRESENTATIVE TRANSACTIONS
Managed and worked closely with outside counsel in a bitter multi-count federal court patent lawsuit oriented at driving
ACell out of business, winning on summary judgment all but one count against the company, avoiding an injunction and
any judgment for damages, and winning the final count on appeal.
Created ACells FDA regulatory compliance department, implementing a robust compliance program addressing all seven
elements of an effective program recommended by the OIG, and ensuring disciplined training and monitoring throughout
the company.
Joined ACell when it was founded and built its legal department into a full-service, multi-attorney group focused on
teaming with other departments and implementing a legal infrastructure and legal strategies that have facilitated the
companys rapid growth in a highly regulated industry.
Preserved ACells proprietary rights to its extremely valuable regenerative medicine patent portfolio by successfully
defending ACells patents in federal court, a patent reexamination, a patent interference, and European patent oppositions.
As President managed and coordinated Perceptants relations and communications with venture capitalists, including
developing and implementing Perceptants business plan and industry focus, resulting in the design of an award winning,
innovative, automobile finance business intelligence software.
Managed turnaround of business unit generating 75% of CMSIs revenue, positioning CMSI for its $52M acquisition by
First American Financial (NYSE: FAF).
Leveraged licensing arrangements to develop and build multi-million dollar professional services business associated with
CMSIs automobile finance and consumer credit software customers.
Converted dispute with a major banking IT services company into a settlement resulting in a $400K one-time payment to
CMSI and several hundred thousand dollars of additional software license fees, and negotiated settlement of complicated
breach of contract litigation avoiding any liability for CMSI and resulting in new license revenue in excess of $500K.
Developed an integrated, comprehensive license, patent, and partnering agreement strategy that allowed CMSI to
effectively control the market and reach premium valuation for its IPO and subsequent acquisition.