Life Sciences IP Due Diligence

Preparing for and surviving the deal's day of reckoning

Monday, January 22, 2007

About

See the deal through to completion. Conduct a thorough IP due diligence review.

Conducting a thorough and effective IP due diligence review is a critical aspect of successful life sciences deals – many of which are essential to the longevity and growth of the industry. The intellectual property at issue can make or break a deal. It is imperative that you are aware of all of the current changes to patent practice at both the PTO and in the courts when conducting your diligence review. If you are a target company, you need to prepare in advance for the anticipated diligence review if you want to be able utilize your IP or obtain funding for your company. Suitors must conduct the most efficient and effective due diligence possible in order to ensure that they are gaining valuable IP. In short, for all parties and attorneys involved, knowing the "ins and outs" of running an informed and well organized IP due diligence review is essential for the consummation of a successful deal.

With all of this in mind, the American Conference Institute has developed a publication from the 3rd National Conference on LIFE SCIENCES IP DUE DILIGENCE to provide you with the most up–to–date and complete information on how to conduct a thorough and cost effective IP due diligence review. Leading IP practitioners and experienced in–house counsel will show you how to:

  • Incorporate recent case law and patent reforms into your due diligence review
  • Get to the heart of the business reasons for the deal to focus the process and save time and money
  • Know what things you need to have in place before the due diligence process begins
  • Choose the right team for due diligence inquiries
  • Consider the differences between investor–side due diligence and Mergers or Acquisitions
  • Weigh the risk of what privileged information should be disclosed and when
  • Ensure that you have the right to commercialize the IP at issue without infringing the claims of a third party

Contents & Contributors

About

See the deal through to completion. Conduct a thorough IP due diligence review.

Conducting a thorough and effective IP due diligence review is a critical aspect of successful life sciences deals – many of which are essential to the longevity and growth of the industry. The intellectual property at issue can make or break a deal. It is imperative that you are aware of all of the current changes to patent practice at both the PTO and in the courts when conducting your diligence review. If you are a target company, you need to prepare in advance for the anticipated diligence review if you want to be able utilize your IP or obtain funding for your company. Suitors must conduct the most efficient and effective due diligence possible in order to ensure that they are gaining valuable IP. In short, for all parties and attorneys involved, knowing the "ins and outs" of running an informed and well organized IP due diligence review is essential for the consummation of a successful deal.

With all of this in mind, the American Conference Institute has developed a publication from the 3rd National Conference on LIFE SCIENCES IP DUE DILIGENCE to provide you with the most up–to–date and complete information on how to conduct a thorough and cost effective IP due diligence review. Leading IP practitioners and experienced in–house counsel will show you how to:

  • Incorporate recent case law and patent reforms into your due diligence review
  • Get to the heart of the business reasons for the deal to focus the process and save time and money
  • Know what things you need to have in place before the due diligence process begins
  • Choose the right team for due diligence inquiries
  • Consider the differences between investor–side due diligence and Mergers or Acquisitions
  • Weigh the risk of what privileged information should be disclosed and when
  • Ensure that you have the right to commercialize the IP at issue without infringing the claims of a third party

Contents & Contributors


LIFE SCIENCE IP DILLIGENCE
Felissa H. Cagan, Jazz Pharmaceuticals, Inc.

PATENT DUE DILLIGENCE FOR VENTURE FINANCING DEALS
Nan Wu, M.D., Ph.D., J.D., Cooley Godward LLP

GETTING THE TARGET'S HOUSE IN ORDER – INCREASING THE LIKELIHOOD OF DEAL CONSUMMATION THROUGH ADVANCEPREPARATION THE NEWEST RISKS, OPPORTUNITIES, AND PLAYERS
Seth D. Levy, Davis Wright Tremaine LLP

CREATING A PRACTICAL AND USEFUL DUE DILIGENCE CHECKLIST
Antoinette F. Konski, Foley & Lardner LLP

MANAGING DUE DILIGENCE WHEN DEALING WITH INDUSTRY/UNIVERSITY COLLABORATIONS AND LICENSES
Scott Carter, Latham & Watkins, Office of Technology Transfer California Institute of Technology
John Wehrli, Latham & Watkins

ADDRESSING DUE DILIGENCE CONCERNS SPECIFIC TO THE VENTURE CAPITAL ARENA
Thomas E. Ciotti, Morrison & Foerster, LLP
Karen Boezi, Thomas, McNerney & Partners

HANDLING THE SENSITIVE AND TRICKY ISSUE OF ATTORNEY – CLIENT PRIVILEGE WHEN CONDUCTING DUE DILIGENCE
Lauren L. Stevens, Ph.D., Finnegan, Henderson, Farabow, Garrett & Dunner, LLP

ADDRESSING OWNERSHIP & INVENTORSHIP MATTERS
Jean B. Fordis, Finnegan, Henderson, Farabow, Garrett & Dunner, LLP
William L. Leschensky, Alexza Pharmaceuticals, Inc.

OUTSIDE COUNSEL'S PERSPECTIVE ON DUE DILLIGENCE PROCESS
W. Murray Spruill, Ph.D., Alston & Bird LLP

ASSESSING THE SCOPE, VALIDITY AND ENFORCEABILITY OF THE TARGET'S PATENTS
David A. Gay, McDermott Will & Emery

VALUATION OF INTELLECTUAL PROPERTY LIFE SCIENCES IP DUE DILLIGENCE Fernando Torres, CONSOR Intellectual Asset Management
David Drews, CONSOR Intellectual Asset Management

REAL LIFE CASE STUDIES WHERE THE DUE DILIGENCE WENT TERRIBLY WRONG
Kelly L. McDow–Dunham, Proctor & Gamble Company
Vern Norviel, Wilson Sonsini Goodrich & Rosati
Scott Schrader, Covington & Burling LLP

OVERCOMING ETHICAL CHALLENGES IN LIFE SCIENCES IP DUE DILIGENCE
Catherine M. Polizzi, Ph.D., Morrison & Foerster, LLP



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