Karl M. Zielaznicki

Karl is a partner in the firm’s Health Care + Life Sciences Intellectual Property Practice Group, which focuses on trademark counseling and litigation, intellectual property agreements, and transactional intellectual property law matters. He also brings experience serving as lead intellectual property counsel, having represented numerous clients on intellectual property securitization issues in connection with revolving and term credit facilities and business transactions, such as mergers and acquisitions.

Karl’s trademark experience includes U.S. and foreign trademark/domain name clearance, prosecution, protection, and large scale portfolio management. He has conducted and reported hundreds of availability searches and filed thousands of successful trademark applications for his diverse client base. He counsels his clients on complex transactional matters involving multiple parties and vast international issues.

In the pharmaceutical space, Karl has guided large, global pharmaceutical companies, as well as small pharmaceuticals companies through global trademark clearance and filing projects, litigations (administrative and court based), various transactional matters and FDA approval of trademarks. He also works regularly with a network of foreign counsel to file trademarks in international markets. Karl has counseled clients on anti-counterfeiting initiatives and provided direct representation in connection with counterfeiting and grey market matters before U.S. and international customs. Additionally, he regularly represents clients in related advertising review and other compliance matters.

Karl has extensive experience negotiating and drafting complex intellectual property agreements, including joint development and venture agreements, licensing agreements, settlement agreements, information management, and co-branding agreements. He also has experience in terms of use and privacy policies, domain name acquisitions, and content licenses.

Representation of lenders in connection with revolving and term credit facilities

• Representation of a UK lender in connection with the refinancing of the securitization of David Bowie music publishing and masters catalog rights (the “Bowie Bonds”).
• Representation of the lender as administrative agent in connection with a secured revolving credit and letter of credit facility to an NHL team.
• Representation of a lender in connection with a secured credit facility to the world’s largest producer, importer, and distributor of wines and spirits bearing kosher certification.

Representation of entities in connection with revolving and term credit facilities

• Representation of a Fortune 1000 provider of staffing services and telecommunications/information solutions in connection with secured letter of credit facility.
• Representation of the largest U.S. independent animation distributor and marketing company in connection with secured credit facility.
• Representation of a national specialty retailer of kitchenware and related products in connection with a syndicated secured letter of credit facility.
• Representation of an investor group in connection with securitization of various country music publishing and masters catalogs and related secured credit facility.

Representation of entities in M&A and asset/stock/joint venture transactions

• Representation of a specialty pharmaceutical company in its acquisition agreement involving an upfront payment of approximately $412 million for the rights to develop, manufacture, and commercialize a leading oncology asset.
• Representation of a global biotech company in connection with the (a) acquisition of a rare disease drug manufacturer; (b) $30 billion merger/acquisition of competitor creating the largest global biotech company focused on rare diseases; (c) sale of an oncology business to a French pharmaceutical company; and (d) divestiture sale of eye product.
• Representation of a leading provider of advanced network communications and technology solutions in connection with an acquisition of cloud-based unified communications solutions for small and medium-sized businesses.
• Representation of a well-known celebrity designer whose luxury clothing and accessories are distributed globally in connection with the acquisition of his brand by equity investors.
• Representation of a public entertainment company in connection with the $900 million acquisition of theaters, literary properties and music content, talent and management companies, and other commercial assets and related financing.
• Representation of a multifaceted entertainment production company in connection with a merger with a Canadian investor group.
• Representation of a Fortune 1000 provider of staffing services and telecommunications/information solutions in connection with a joint venture with a major telecommunications partner and related financing.
• Representation of a major computer and video game system accessories and peripherals company in connection with its acquisition of a leading provider of value-priced peripherals and accessories for computing, communication, and entertainment.
• Representation of a global food retailer in connection with its acquisition of southeastern food retailer chains.
• Representation of a public home consumer products company in connection with its acquisition of a competitor with significant operations in the U.S., Puerto Rico, and China.
• Representation of a public home consumer products company in connection with its acquisitions of a kitchen utensils and cookware manufacturer, a lighting and wiring specialty company, and a tabletop manufacturer/catalog company.
• Representation of a public home consumer products company in connection with its acquisition of assets of a kitchen and barware glassware specialty company after Chapter 7 liquidation filing.
• Representation of a newly formed entity in connection with the acquisition (roll-up) of multiple high quality contract manufacturers in the medical device industry and related financing.
• Representation of a contract medical device manufacturer in connection with its acquisition by a major competitor.
• Representation of a woman’s suit manufacturer in connection with its purchase of a designer label licensing entity.
• Representation of the owner of a AAA baseball team in connection with the sale of the team.
• Representation of a holding company in connection with its acquisition of the largest U.S. manufacturer of processed kosher food products.

Representation of entities and investors in venture capital transactions

• Representation of a venture capitalist in connection with its investment in a software development company.
• Representation of an application service provider in connection with a venture capital investment.

• World Trademark Review: WTR 1000 (2024-2025)