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Theodore C. Theofrastous
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Theodore C. Theofrastous

Partner
216.736.7290
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OVERVIEW & EXPERIENCE

Ted Theofrastous chairs KJK’s Intellectual Property, Technology & New Ventures Practice Group as well as the firm’s AI Strategy, Risk Management & Compliance practice. He is an experienced intellectual property and corporate attorney who advises companies, investors, and research institutions on the legal and business questions raised by technology and innovation.

For more than 25 years, Ted has handled integrated intellectual property and corporate matters across the full arc of a technology business: IP strategy and protection, technology transactions and licensing, venture formation and finance, securities and fund work, mergers and acquisitions, and the commercialization of complex innovation. He counsels clients across a wide range of technologies, including life sciences, data communications, information technology, alternative energy, and advanced materials, on both the legal and the business dimensions of their work.

He works with large and small companies, non-profits, and research institutions to build governance, policy, and commercialization structures that hold up in practice. His technology transfer experience runs deep across the advanced research community, where he has advised a range of institutional clients on legally compliant approaches to government- and industry-funded research, licensing, and equity transactions.

As chair of the firm’s AI practice group, Ted advises clients across the lifecycle of AI adoption, from governance and policy through contracts, disclosure, and disputes. His work centers on strategic risk management: helping clients capture the value of AI while keeping its use defensible. He brings an engineer and operator’s perspective to that work, and a habit of testing the technologies and platforms his clients are adopting on his own work rather than merely advising on them from a distance.

Ted also created and chairs Ohio Invents (ohioinvents.org), the Ohio Patent Pro Bono Program, a network of pro bono intellectual property experts that connects under-resourced independent inventors and small businesses with volunteer patent attorneys, operated in partnership with the United States Patent and Trademark Office.

Before joining KJK, Ted founded a solo legal practice and an affiliated technology strategy consulting firm, leveraging his practice experience gained in the trenches of a large international law firm. He previously served as managing director and fund counsel to an investment firm and as Chief Commercialization Counsel at the Cleveland Clinic Foundation.

Ted earned his J.D., cum laude, from Case Western Reserve University School of Law and holds a B.A. in history, magna cum laude, from Marlboro College (later merged into Emerson College). He holds long-standing adjunct faculty appointments at Case Western Reserve University, including in its schools of engineering, medicine, and law, where he also serves as Distinguished Practitioner in Residence. He is a director and co-founding faculty member of CWRU’s FUSION Certificate Program, a multidisciplinary graduate certificate that approaches technology commercialization through the combined perspectives of law, management, and science. Ted writes and speaks frequently on artificial intelligence, intellectual property, technology commercialization, regulation, and venture finance.

Outside his practice, Ted is a SCUBA diver, mountain biker, and long-haul road cyclist, with side interests in genealogy and cooking. He is a member of the Chevaliers du Tastevin, the international Burgundy wine society headquartered in Bourgogne, France.

Representative Experience

Artificial Intelligence:

  • Advise clients on AI policy and implementation, including AI policy analysis and terms and conditions for Model Context Protocol (MCP) and API-based applications, along with integrated AI terms and conditions for commercial relationships and transactions.
  • Counsel clients on intellectual property in the AI context, including ownership, liability, and value preservation.

Representative Investment and Securities Matters

  • Design and support more than $100 million in securities offerings between venture capital funds, private investors and early-stage ventures
  • Design and structure the private placement of equity securities and technology transfer arrangements for a range of life science start-up companies sponsored by the Cleveland Clinic Foundation
  • Serve as outside investment and fund counsel for several small, privately held funds investing in early-stage technology startups
  • Structure and implement a series of Qualified Opportunity Zone funds investing in complex technology startups and commercial real estate
  • Draft offering and transactional materials for over USD $2 billion in international placements of interests in private equity fund offerings in the United States, the Cayman Islands, the Channel Islands and Germany

Complex Technology Commercialization and Industry Initiative

  • Helped founders create, launch, fund, and operate dozens of technology businesses across biotechnology, cloud computing, software-as-a-service and other as-a-service models, and advanced energy.
  • Serve as outside general and transactional counsel to dozens of complex technology-based startup ventures
  • Build and implement a startup program resulting in a portfolio of more than a dozen early-stage venture offerings based on research developed at the Cleveland Clinic Foundation
  • Draft and negotiate numerous technology transfer transactions involving an array of intellectual property, equity and royalty exchanges between research institutions, startups, non-profit technology partners and large industrial concerns
  • Design and implement intellectual policy development, technology evaluation and tech transfer operations for a pre-eminent children’s hospital
  • Design and lead legal and strategy components of a large regional hospital system in the development of intellectual property policies and internal operations related to industry collaborations and technology transfer
  • Develop and implement master research frameworks for technology-focused non-profit and government research operations

Other Representative Initiatives & Transaction

  • Structure and develop a national non-profit investment fund focused on economic development through investment in early-stage technology startups by philanthropic, state government and community stakeholders
  • Plan and develop translational and applied technology accelerators and shared scientific resource centers in partnership with a range of regional economic development, state and federal stakeholders
  • Develop and implement a technology commercialization network to organize and streamline technology opportunity assessments arising from university research aimed at the Air Force Research Laboratories and NASA
AWARDS
BAR / COURT ADMISSIONS
  • Ohio
  • U.S. District Court, Northern District of Ohio
PROFESSIONAL & CIVIC INVOLVEMENT
  • American Association for the Advancement of Science
  • American Association of University Technology Managers
  • American Bar Association
  • Cleveland Metropolitan Bar Association
  • Licensing Executive Society
  • Ohio State Bar Association
  • The North East Ohio Musical Heritage Association, 2010 – Present
    • Founding President
    • Trustee
  • Classrooms to Corporations, 2013 – Present
    • Past Board Member
    • Emeritus Board Member
  • Ohio Invents, 2014 – Present
    • Founding Chairman
    • National Pro Bono Steering Committee, Member
MEDIA MENTIONS
PRESENTATIONS & PUBLICATIONS

Publications

  • International Commercial Arbitration in Europe: Subsidiarity and Supremacy in the Light of the Delocalization Debate, 31 CASE W. RES. J. INT’L L. 455 (1999).
  • From Nuremberg to Rome: A Step Backward for U.S. Foreign Policy, 31 CASE W. RES. J. INT’L L. 47 (1999) (with Henry T. King).
  • Security and the Economy: The North American Computer and Communication Infrastructure, 29 CAN.-U.S. L.J. 225 (2003).
  • Academic Medical Centers and Conflicts of Interest – Poison Fruits of the Federal System?, 31 CAN.-U.S. L.J. 269 (2005).

Teaching

  • Adjunct Professor of Law and Engineering, Case Western Reserve University
    • Distinguished Practitioner in Residence, Director of the FUSION Certificate Program, 2010 – Present
    • Managing Attorney, IP Venture Clinic
      • Lead faculty managing the IP Venture Clinic, an accredited student legal practicum focused on venture formation and intellectual property cultivation
    • Venture Law and Finance, 2014 – Present
      • Practical skills program examining the formation of venture capital finance, deal terms, financial modeling and transactional fundamentals
    • The Management and Commercialization of Intellectual Property – The Weatherhead School of Management, 2009 – Present

Continuing Legal Education Presentations:

  • LOIs & Term Sheets: Documenting Intent, Limiting Liability, KJK CLE, December 19, 2025.
  • AI in Practice: New Tools, New Challenges, and Tips and Tricks, KJK University CLE (one ethics credit), October 30, 2025.
  • Beyond Boilerplate: Strategic Drafting and Negotiation of Confidentiality Agreements, KJK CLE, June 25, 2025.

PRACTICE AREAS

EDUCATION

  • Case Western Reserve University School of Law, J.D., 1999, cum laude
  • Marlboro College, B.A., History, 1994, magna cum laude

RECENT KJK INSIGHTS

“Nothing is more constant than change. New, transformative technologies like AI have inspired business and strategic change since the industrial revolution. The challenge is to understand the benefits and the risks well enough to make reasoned decisions, without sacrificing the momentum needed to put that technology to work in each client's specific business.”

Theodore C. Theofrastous
Partner