The Senior Counsel Contracts and Transactions will provide experienced hands-on legal support focused on drafting reviewing negotiating and advising on a high volume of complex commercial and operational agreements. This role is intended to provide legal support for increased activities in business development product and company diligence and acquisitions transaction support and post-acquisition/merger integration and on-going legal support. The attorney filling this role will collaborate closely with Global Legal and Compliance teams (including participating in weekly virtual meetings with Japan and Europe) as well as cross-functional partners in Finance HR and Supply Chain and Quality in analyzing new opportunities and guiding Shionogi Inc. (the Company) through diligence contract negotiations and management of legal needs after acquisition.

• Take an active role in managing M&A and pharmaceutical licensing and collaboration/joint venture transactions.
• Negotiate highly individualized and sophisticated agreements independently with external parties on matters of strategic importance.
• Perform due diligence and independently interpret complex existing agreements and advise on complex situations that may arise related to transactions.
• Direct and oversee the work of outside counsel including defining project objectives and managing projects and related budgets.
• Draft review and negotiate a wide range of agreements including but not limited to:
  • Confidential Disclosure Agreements (CDAs/NDAs)
  • Supply Agreements
  • Intercompany Agreements (between the Company and its subsidiaries and ex-US affiliates)
  • Master Services Agreements (MSAs)
  • Statements of Work (SOWs) and Change Orders
  • Consulting and Professional Services Agreements
  • Government and Quasi-government Agreements (including incorporation of required flow-down terms into supporting agreements) as applicable.
• Identify and advise on contractual risks mitigation strategies and business-friendly alternatives while ensuring compliance with applicable laws regulations and company policies.
• Serve as a trusted legal advisor to cross-functional stakeholders including Business Development Finance Commercial Human Resources Global Portfolio Management Quality and Supply Chain teams.
• Provide clear practical guidance on contract negotiation interpretation obligations and risk allocation.
• Provide legal support and advice to Shionogi legal colleagues in Japan and Europe.
• Support efficient contract intake prioritization and turnaround in a fast-paced environment with significant contract volume.
• Collaborate with other members of the Legal Department including Sr. Manager Legal Contracts and Sr. Legal Specialist to ensure contracts are properly tracked executed and archived within the contract lifecycle management (CLM) system.
• Utilize existing templates and playbooks; recommend improvements where appropriate based on experience and observed trends.
• Work closely with in-house attorneys including regulatory and compliance counsel to ensure alignment on legal and compliance risks.
• Provide informal mentoring or guidance to legal specialists or contract administrators when needed to support overall team effectiveness.

Minimum Job Requirements

• Juris Doctor (JD) from an accredited law school.
• Active license and good standing to practice law in at least one U.S. jurisdiction.
• Minimum of 10 years of substantive experience drafting and negotiating contracts preferably within:
• An in-house legal department and/or
• A law firm with significant commercial contracting practice.
• Significant (5 years) experience in life sciences pharmaceutical biotechnology or healthcare industries.
• Demonstrated experience handling high contract volume with varying degrees of complexity.
• Strong business judgment and ability to balance legal risk with commercial objectives.

Preferred

• Experience working with contract lifecycle management (CLM) systems.
• Ability to ramp up quickly in a contract role with minimal onboarding.

Competencies

• Excellent drafting negotiation and analytical skills.
• Clear concise communication with both legal and non-legal stakeholders.
• Strong organizational skills and ability to manage competing priorities under tight deadlines.
• Pragmatic solution-oriented approach to legal problem-solving.
• High degree of professionalism discretion and integrity.

Other Requirements

• This position has significant managerial and decision-making authority.
• Ability and willingness to participate in calls and video meetings with colleagues in Japan and Europe which may occur early in the morning or later in the evening considering the time differences.
• Ability and willingness to travel approximately 5% of the year both domestically and internationally.
• Must permanently reside a commutable distance to our US Corporate Headquarters in Florham Park NJ. Office presence required at least 50% of the time per week.

Additional Information

The base salary range for this full-time position is $265000 - $305000. Individual pay is determined by several factors which include but are not limited to: job-related skills experience and relevant education or training. The range does not include the comprehensive benefits bonus long-term incentive applicable allowances or any additional compensation that may be associated with this role.

Shionogi Inc. is an equal opportunity employer supporting individuals with disabilities and veterans. All qualified applicants will receive equal consideration for employment opportunities based on valid job requirements without regard to race color religion sex (including pregnancy) marital status national origin age ancestry citizenship disability genetic information status as a disabled veteran a recently separated veteran Active Duty Wartime or Campaign Badge Veterans and Armed Forces Service Medal Veterans or any other characteristic protected by applicable law. It is the policy of Shionogi Inc. to undertake affirmative action for protected veterans and individuals with disabilities in compliance with all federal state and local requirements to recruit a diverse pool of protected veteran and individuals with disabilities applicants and to ensure that our employment practices are in fact non-discriminatory.

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