David Clement practices technology and business law, with an emphasis on technology contracting and licensing, intellectual property, data use, privacy and security, strategic and commercial contracting, including joint ventures, collaborations and alliances, mergers and acquisitions, and federal government contracting matters. David leads the firm's Technology practice group. In addition, David’s mergers and acquisitions practice includes assisting clients with Hart-Scott-Rodino filings.
Prior to joining Smith Anderson, David served twenty years on active duty in the U.S. Navy, first as surface warfare officer and then as a judge advocate or “JAG”, and rose to the rank of Commander. Following an initial JAG tour as a criminal and tort litigator, he served as an in-house legal adviser to various commands within the Navy, including his final tour of duty as Deputy Fleet Judge Advocate for the U.S. Atlantic Fleet.
Professional & Community Affiliations
- American Bar Association
- Committee on Corporate Laws, State Liaison for North Carolina
- American Bar Association Standing Committee on Legal Assistance for Military Personnel, Member (2000-2003)
- North Carolina Bar Association
- Business Law Section Council (2018-present)
- Business Corporations Committee, Business Law Section, Member (2011-present), Chair (2015-present)
- Volunteer, NC LEAP (North Carolina Lawyers for Entrepreneurs Assistance Program), a project of the North Carolina Bar Association and the NCBA Foundation that provides free legal services to low-wealth entrepreneurs starting or expanding their businesses
- Volunteer, Lawyers 4 Literacy, a volunteer reading program of the NCBA Foundation at Emma Conn Elementary School, Raleigh, NC (2014-present)
- North Carolina State Bar Standing Committee on Legal Assistance for Military Personnel, Member (2000-2005)
- Wake County/Tenth Judicial District Bar Association
- Prevent Child Abuse North Carolina, Treasurer and Chairperson, Operations Committee, Board of Directors (2005-2009)
Honors & Awards
- The Best Lawyers in America©, Corporate Law (2016-2019)
- Active duty as a shipboard line officer in the U.S. Navy (1980-1983)
- Navy judge advocate or “JAG” (1986-2000)
- Highest rank attained, Commander
- Legion of Merit Medal
- Meritorious Service Medal (2 awards)
- Navy Commendation Medal (2 awards)
- Navy Achievement Medal
- National Defense Service Medal
- Navy Expeditionary Medal
- Navy Sea Service Deployment Ribbon
- Advised a semiconductor and global solid state LED lighting manufacturing company in an agreement to purchase the assets of the radio frequency (RF) power business of a publicly traded semiconductor company for €345 million in cash.
- Represented a global solid state LED lighting and semiconductor manufacturing company in connection with its announced agreement for its $850 million sale of assets to a publicly traded German semiconductor company. The transaction was terminated before completion due to regulatory considerations.
- Advised a publicly traded market leader in Ethernet passive optical networking (EPON) products and solutions in a strategic partnership agreement to transfer operations related to sales and local support services, provide technical licenses, and supply products in association with the access network equipment business for CATV operators in North America.
- Represented a NYSE-listed energy company in a strategic alliance with an on-site power generation systems company to integrate an energy platform with smart storage solutions, including an initial 50 megawatt project involving distributed generation systems at over 150 sites.
- Lead counsel to a venture capital-funded genome editing company in a worldwide partnership, worth up to $1.6 billion, including an upfront payment of $105 million, with a global, publicly-traded pharmaceutical company to develop and commercialize allogeneic chimeric antigen receptor (CAR) T cell therapies for multiple cancers. The transaction was awarded the 2016 Life Science sector Deals of Distinction™ award by the Licensing Executives Society.
- Represented an international health care group and its U.S. specialty pharmaceutical company subsidiary in obtaining multinational license rights to three cardiovascular drugs from a large public pharmaceutical company for $264 million in cash at closing, up to $480 million in milestone and royalty payments, and the assumption of up to $50 million in milestone payment obligations.
- Assisted a leading video game company in preparing a master publishing agreement offering exclusive rights for a Chinese company to exclusively offer up four online games in China.
- Lead counsel to a venture capital-funded genome editing company in licensing two platforms from a leading nucleic acid-based drug development company for delivering gene-edited drugs to patients, worth up to $40 million.
- Advised a private materials and recycling technology company in an agreement to acquire assets from a leading supplier of high performance catalysts for $27 million in cash plus potential additional amounts via an earnout.
- Represented a private pharmaceutical company in the drafting and negotiation of a master development services and clinical supply agreement for drug implant delivery systems to be developed and manufactured by a medical device design and manufacturing company for use in combination drug/device products.
- Assisted a leading bioanalytical company in drafting and negotiation of a $460,000 license of laboratory information management system software to support clinical trials.
- Advised a specialty pharmaceutical company in the sale of a subsidiary to and its investment in a privately held specialty pharmaceutical company.
- Assisted a leading public building supply distributor regarding replacement of its paper-based contracts with an electronic contracting platform enforceable under the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act.
- Represented the world’s largest public company provider of biopharmaceutical development services and commercial outsourcing services in connection with its joint venture with the world’s leading public company provider of diagnostic information services to form a global clinical trials laboratory services business with annual revenues of approximately $575 million.
- Represented a leading private company provider of pharmaceutical product access support services in its acquisition by a private equity fund in a $206 million reverse triangular merger.
- Assisted a leading corporate travel management firm in the U.S. with drafting and negotiation of a services agreement with a creative consulting firm for a brand identity refresh and related website redesign and development services.
- Represented a public company specialty manufacturer of diagnostics tools in its acquisition by a public global diagnostics company in a $85.3 million reverse triangular merger.
- Assisted a leading bioanalytical company in drafting a form of data access agreement for use in making protected health care information available through an internet portal to firms authorized by patients to access such information.
- Represented a leading privately held distributor and supplier of original equipment and aftermarket replacement products in its $2.1 billion sale to a publicly traded leading provider of automotive aftermarket parts and accessories.
- Represented a public biotherapeutics company in its $23 million acquisition of a private biotherapeutics company and related $60 million financing.
- Represented a biotechnology company in the drafting and negotiation of a production and supply agreement for its lead product, a shelf-stable bioengineered blood vessel for use in dialysis patients.
- Assisted a public medical device company with drafting and negotiation of consulting agreements with orthopedic surgeons for device design services as well as various contracts in furtherance of two clinical trials, including licenses of clinical trials management software, facilities use agreements, and study site agreements with hospitals and physicians.
- Represented a global pharmaceutical and consumer health company with drafting and negotiation of an exclusive product distribution agreement with a global distributor for the distribution of pharmaceutical products to patients pursuant to “named patient supply programs” in countries where a particular pharmaceutical product has not yet been approved by regulatory authorities.
- Represented a global pharmaceutical company in drafting and negotiation of a $3.0 million services agreement for outsourced nurse educator services to educate patients regarding a specified medical condition and the company’s pharmaceutical product as a treatment option for that medical condition.
- Represented a specialty pharmaceutical company purchaser in its reverse merger acquisition of a Nasdaq-listed specialty pharmaceutical company.
- Assisted a global provider of biopharmaceutical development services and commercial outsourcing services in connection with the internal reorganization of its contract sales business lines in four Asia-Pacific countries into separate corporate entities and the subsequent contribution of such entities to a new joint venture entity formed with two other multinational companies.
- Represented a global pharmaceutical, vaccines and consumer health company on its divestiture of a product line to a specialty pharmaceutical company purchaser through an auction process, including transfer of product registration, trademarks, intellectual property in-license and supply chain to purchaser.
- Representation of a leading provider of wireless transmission systems in its divestiture of an integrated communications network management software platform and related assets to a network management software company.
- Representation of a public specialty pharmaceutical company purchaser in a $150 million reverse triangular merger with a private specialty pharmaceutical company.
- Represented a global solid state LED lighting and semiconductor manufacturing company in connection with its $668 million stock acquisition of a manufacturer and distributor of commercial lighting products.
- Representation of a global specialty pharmaceutical company in its acquisition of a pharmaceutical product line from a leading global pharmaceutical company.
- Representation of a regional construction services company in its divestiture of an asphalt plant and related rolling stock to a leading global construction company.
- Represented a public specialty pharmaceutical company in its acquisition of pharmaceutical product rights and related assets from a bankrupt company in a Section 363 sale under the U.S. Bankruptcy Code.
- Assisted a global pharmaceutical services organization in connection with the internal reorganization of three business divisions into a separate corporate entity and the subsequent divestiture of such entity to a global drug development services company purchaser through an auction process.
- Assisted a pharmacy services company with drafting and preparation of a development and manufacturing agreement for fully automated robotic proprietary dispensing systems for pharmaceutical products for nursing home patients.
- Assisted a specialty pharmaceutical company with drafting and negotiation of all contracts related to a post-marketing study including service agreement with clinical research organization, license of clinical trials management software, facilities use agreements, and study site agreements with hospitals and physicians.
- Representation of a private equity fund in connection with its providing funding for clinical trials and development of a biosimilar product portfolio by a global pharmaceutical company in exchange for milestone payments and royalty payments tied to future sales of such products.
- Represented a global provider of biopharmaceutical development services and commercial outsourcing services in connection with the spinoff of a subsidiary to its shareholders.
- Represented a foreign private equity firm in connection with its acquisition of the assets of a manufacturer of aircraft refueling vehicles and equipment, including obtaining required consents and clearances for the assignment of federal contracts under the Federal Acquisition Regulation and from the Committee on Foreign Investment in the United States (CFIUS).
- Represented a global solid state LED lighting and semiconductor manufacturing company in connection with its proposed divestiture of two product lines, including with respect to determining required consents and clearances for the transfer of classified federal contracts under the Federal Acquisition Regulation and DOD security regulations, and from the Committee on Foreign Investment in the United States (CFIUS).
- Represented a global solid state LED lighting and semiconductor manufacturing company in a Hong Kong joint venture to sell mid-power lighting class LED packaged products.
- Advised a UK-based drug development services organization in its acquisition of a pharmaceutical contract development and manufacturing organization.
News & Publications
- Smith Anderson Strengthens its National Technology Transactions Practice with the Addition of Darrell Fruth05.02.2018
- Smith Anderson Clients Southern Company and PowerSecure Announce Strategic Alliance with Bloom Energy11.07.2016
- 2017 The Best Lawyers in America© Guide Recognizes 62 Smith Anderson Lawyers – Most in the Firm’s History08.15.2016
- Smith Anderson Advises Chiesi in Transaction to Acquire Three Cardiovascular Hospital Products for up to $792 Million06.22.2016
- Smith Anderson Advises Chiesi in Agreement to Acquire Three Cardiovascular Hospital Products for up to $792 Million05.12.2016
- 2016 The Best Lawyers in America© Guide Lists 60 Smith Anderson Lawyers – Most in the Firm’s History08.17.2015
- Smith Anderson Represents General Parts International in $2.04 Billion Merger with Advance Auto Parts03.18.2014
- Smith Anderson Receives the 2012 North Carolina Employer Support of the Guard and Reserve “Pro Patria” Award04.10.2012
- The Association for Corporate Counsel Presents Program - Commercial Contracting: Top 10 Landmines for Litigation09.29.2011
- New Tools for Your Corporate Law Toolbox in Recent Changes to the North Carolina Business Corporation Act07.11.2018Published originally by the North Carolina Bar Association’s Business Law Section page
Events & Webinars
- Presenter, "How NOT to Stage Your Technology Company for an Exit," CED Exit Strategies for Tech CEO's, RTP, N.C.04.17.2018
- Presenter, "How Does GDPR Apply to Your U.S.-Based Technology Company?" AGMA Americas 2018 Winter Conference, RTP, N.C.02.28.2018
- Presenter, "Prepare for EU General Data Protection Regulation," Carolinas IT Lunch and Learn, Raleigh, N.C.01.25.2018
Bar & Court Admissions
- North Carolina
Georgetown University Law Center, LL.M., Taxation, with distinction, 1994
Villanova University School of Law, J.D., cum laude, 1986
- Order of the Coif
United States Naval Academy, B.S., with honors, 1980