Life Sciences Collaborative Agreements and Acquisitions

Friday, March 1, 2013

A Interactive Working Group Session

8:00 Registration and Continental Breakfast

9:00 An In-Depth Review of Collaborative Agreements for Alliance Management Professionals and Attorneys

Y. Jerry Cohen
Partner
Cohen, Tauber, Spievack, & Wagner P.C. (New York, NY)

Samuel Davenport
Member of the Firm
Mintz Levin Cohn Ferris Glovsky & Popeo, P.C. (Boston, MA)

As a skilled professional who handles the drafting and negotiating often complex collaborative agreements, this interactive and practical workshop will provide you with a nuts-and-bolts discussion of the underlying business, technical, and legal issues that often drive a life sciences collaboration.

During the workshop, each participant will have the opportunity to bring a redacted collaborative agreement and have seasoned experts guide the group through the good, the bad, and the ugly terms of each contract. Presenting a rare chance to work with your peers and discuss hypothetical contract situations, mock negotiations, and best practices in contract terms, this session will leave you armed with practical strategies on how to solve problems that face even the most experienced counsel and business development executives. Featuring advanced discussions on:

• Creating terms to help ensure your collaborative product is developed and effectively marketed
  • Tailoring effective deal-specific terms for incentivizing the other party
  • Setting benchmarks and methods for adapting to changed circumstances
• Avoiding terms in agreements that can be potential product killers
• Understanding what safeguards must be included in the agreement in regards to the current economic environment- Identifying contract hazards to avoid
• Negotiating boilerplate clauses: dispute resolution mechanisms, choice of law, and waivers
• Required responses in the event of a breach- Making the most of risk allocation provisions: indemnifi cation, liability, and warranty coverage
• Negotiating 101 for small and large players: what strategies are available based on your market position?

12:00 Workshop Concludes

12:00 Networking Lunch for Attendees of Both WorkshopsB Master Class

1:15 Registration

2:00 Conducting Thorough and Effective Due Diligence Analysis for Life Sciences M&A and Strategic Alliances

Kimberly Parker
Vice President, Corporate Counsel and Legal Site Head
Novartis Vaccines and Diagnostics (Cambridge, MA)

Anita Varma
Partner
Ropes & Gray, L.L.P. (Boston, MA)

When negotiating an acquisition or alliance, the diligence review team must ensure that there will be no impediments to executing the deal. This in-depth workshop will help you make informed decisions regarding how the anticipated deal will increase the company’s overall value. With a focus on the legal risks that may occur when the diligence process fails to identify areas of concern, an expert faculty of diligence professionals will share best practices to help your next diligence inquiry run smoothly and protect your company’s bottom line.

Comparing the Different Metrics Used in M&A Deals:

• Investigating the ways companies are structuring M&A deals
  • Straight-forward asset purchases
  • Staged acquisitions
  • Hybrid acquisitions
  • Partnerships with built in options-
• Scrutinizing how deals are tailored to meet both parties’ objectives
  • Two-step vs. one-step vs. multi-step acquisitions
  • Milestone-based M&A
  • Partnering with equity investment
  • Spinoffs
  • Reverse spinouts
• Navigating challenges raised by the increasing incorporation of options into deals
  • Grasping different option structures and timelines
  • Analyzing how asset shares are valued in cases of stock purchases
• Determining when change-of-control provisions are appropriate for nontraditional M&A

Managing the Legal Risks Presented by Life Sciences Collaborations:

• Finding and utilizing appropriate resources for your inquiry into:
  • CPA/anti-corruption/anti-kickback concerns
  • Labeling and marketing violations
  • Products liability risks
  • Manufacturing and employment issues
• Tips for the legal diligence team
  • Assembling the right people on the team
  • Identifying the needs/wants/must-haves and deal-breakers
  • Determining the appropriate level of exposure
• What to do if legal issues are uncovered
  • Taking remedial action
  • Knowing when to walk away

Crafting a Practical Checklist that Addresses both the Business Objectives of a Deal and an IP Assessment:

• Ensuring that the driving force behind the deal and the objectives of the diligence review team are properly aligned
  • Knowing what the deal makers are looking for and what “IP due diligence” means to the parties
  • Avoiding runaway IP diligence disconnected from the strategy of the deal
• Determining the appropriate scope and depth of the IP due diligence necessary for :
  • Large-scale M&A
• Purchase of a division or a product
• Co-promotion or co-development alliance with purchase options
• Confirming that non-patent IP is not overlooked
  • Appropriately valuing trade secrets
  • Assessing corporate security issues
• Updating due diligence checklists based on the type of transaction being executed
  • Adjusting to the size of the deal
  • Evaluating the scope of the patent portfolio
  • Identifying challenges in examining enforceability of international IP components
  • Establishing the documents to request and review with respect to early-stage research progress and clinical trials
• Including analysis of the competition in the patent review

5:00 Workshop Concludes

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