General Counsel and Corporate Secretary

The General Counsel will serve as a trusted advisor to the CEO, Board of Directors, and senior leadership, to support the company's growth. Reporting directly to the CEO, the General Counsel will oversee the legal function, ensuring a right-sized, high-performing and business oriented legal team who roll-up their sleeves while providing strategic counsel to the Board and senior leadership. The General Counsel will also lead corporate compliance and serve as the Corporate Secretary.

The ideal candidate is a deeply experienced corporate and commercially minded lawyer with strong business acumen and the ability to lead the Company through legal, commercial, general business, M&A, and regulatory challenges. The General Counsel must be nimble, advising on strategy at the highest level while also diving into the weeds, directly handling legal work when necessary.

Key Responsibilities

• Serve as the chief advisor to the CEO and Board of Directors on all legal, regulatory, compliance, and corporate governance matters, ensuring informed decision-making.
• Perform all functions of a Corporate Secretary, including recordkeeping for Board meetings and corporate governance matters.
• Lead risk assessment and management process, business continuity plans, and support business continuity planning with select customers.
• Serve as Compliance Officer for the Company and provide leadership and technical guidance to ensure an effective corporate ethics and compliance program with implementation throughout the organization.
• Lead and develop the legal team and operations in all aspects of commercial contracts and sales support; licensing and technology transfer transactions; supplier agreements; labor and employment; litigation management; real estate; and mergers and acquisitions, joint ventures, and other strategic partnerships and investments.
• Review, draft and negotiate certain customer MSA’s and related commercial documents, supplier, real estate, confidentiality and other agreements.
• Oversee the legal team, setting standards for excellence and providing hands-on, business-oriented, practical advice on all legal and business matters, ensuring a high-functioning and cost-efficient department.
• Manage litigation, legal claims, and disputes to protect the Company's interests and achieve cost-effective resolutions. Monitor industry regulations and trends to mitigate risks of litigation, and to identify opportunities for commercial differentiation.
• Support the creation of a real-time database that tracks loss of exclusivity dates by region for key Sharp customer products and advise commercial teams accordingly. In conjunction, advise commercial teams of potential new opportunities which could be created from loss of exclusivity.
• Monitor legal and regulatory actions for key customers and suppliers.
• Support the organization in providing legal advisement, support and business risk analysis and as required support communications with regulatory bodies, advising, supporting, and designing Company practices, policies, and oversight efforts in corporate compliance.
• Select, evaluate, and manage outside legal counsel and expert advisors as needed, ensuring alignment with the Company’s goals and budgetary constraints.
• Manage all budgetary matters for the legal function, ensuring cost-efficiency and strategic allocation of resources.
• Manage global Environmental, Health and Safety function with a focus on fostering a safe work environment and reduction of lost time accidents.

Qualifications

• Juris Doctor (J.D.) degree and admission to a State Bar of any jurisdiction in the US.
• At least 15+ years of legal experience, with a preference for candidates who have gained experience in law firm and in-house roles, including prior experience as a general counsel.
• Prior experience with companies in the pharmaceutical/life sciences services industry is strongly preferred.
• Broad legal experience with contracts and commercial and corporate transactions, as well as excellent contract drafting and negotiation skills.
• Experience supporting the full organizational life-cycle from acquisition and integration through to divesture or exit is considered a clear advantage.
• Ability to approach legal issues from a business perspective, offering timely advice on emerging matters through a deep understanding of both the business and the broader impact of legal decisions on organizational success.
• Outstanding executive leadership and management skills in all aspects of a legal and business environment, with a proven ability to advise a successful and growing company.
• A proven track record of successfully identifying and analyzing legal issues, drafting key documents, presenting clear recommendations, and ensuring legal compliance.
• Experience leading and/or advising on compliance issues including the development of policies/procedures, investigations and provision of guidance and direction to senior management regarding legal compliance and regulatory obligations.
• Proven track record of working effectively with Boards of Directors, including preparing materials for

Board and Committee meetings, advising on fiduciary duties and strategic transactions, and handling

corporate secretarial duties.

• Exceptional leadership skills, with a demonstrated ability to build, manage, and inspire high-performing, business oriented legal teams in a fast-paced environment.
• Ability to advise on strategy at the highest level while also diving into the weeds, directly handling legal work when necessary.
• Superior intellectual abilities, including critical thinking, clear decision-making, and strong business

acumen, coupled with the ability to anticipate issues and develop innovative solutions to legal problems.

• A proactive and results-oriented approach to work, relentlessly committed to excellence and overcoming challenges.
• Outstanding interpersonal and communication skills, enabling effective collaboration with senior business

leaders and colleagues at all levels of the organization.

• Unwavering commitment to ethics, integrity, credibility, and sound judgment, serving as a role model for

the organization's values.

• Demonstrated commitment to advancing Diversity, Equity, and Inclusion (DEI) initiatives, with a proven

track record of fostering an inclusive and equitable work environment.