Structuring, Negotiating and Managing

Pharma/Biotech Collaborative Agreements

Allocating Risk, Responsibilities & Rewards in Licensing, Strategic Alliances and Partnering Deals

Wednesday, April 30, 2008

About

With R&D costs through the roof, the stakes in negotiating and maintaining lucrative licensing and collaborations could not be higher. But as the critical nature of these deals increases, so do the challenges and complexities.

Competition is increasing, laws are changing, and M&A activity is heating up. Further, IP valuation contingencies are arising in the wake of the Supreme Court’s MedImmune decision, and parties are seeking greater protection for their IP rights and looking to draft termination provisions that allow both parties to walk away with their assets intact. In addition, selecting the right partners, deal structure and compensation analysis are crucial to the success of the deal, and an assessment of these factors must be done early in the process. Lastly, as biotech/pharma look more and more to collaborate with the government and institutional researchers for a competitive edge, they face a distinct culture clash that leads to wheel-spinning, preventing agreements from being reached.

There is one place where you can come to overcome these challenges and complexities in negotiating and maintaining the best deal available for your company’s needs.

This publication from ACI’s 10th Advanced Forum on Structuring, Negotiating and Managing Pharma/Biotech Collaborative Agreements was specifically designed to help you develop a successful and lucrative strategic alliance. The front line faculty of leading in-house counsel, licensing and business development executives will help you translate new laws and trends into a winning business strategy and ensure your agreements lead to positive outcomes.

Contents & Contributors

About

With R&D costs through the roof, the stakes in negotiating and maintaining lucrative licensing and collaborations could not be higher. But as the critical nature of these deals increases, so do the challenges and complexities.

Competition is increasing, laws are changing, and M&A activity is heating up. Further, IP valuation contingencies are arising in the wake of the Supreme Court’s MedImmune decision, and parties are seeking greater protection for their IP rights and looking to draft termination provisions that allow both parties to walk away with their assets intact. In addition, selecting the right partners, deal structure and compensation analysis are crucial to the success of the deal, and an assessment of these factors must be done early in the process. Lastly, as biotech/pharma look more and more to collaborate with the government and institutional researchers for a competitive edge, they face a distinct culture clash that leads to wheel-spinning, preventing agreements from being reached.

There is one place where you can come to overcome these challenges and complexities in negotiating and maintaining the best deal available for your company’s needs.

This publication from ACI’s 10th Advanced Forum on Structuring, Negotiating and Managing Pharma/Biotech Collaborative Agreements was specifically designed to help you develop a successful and lucrative strategic alliance. The front line faculty of leading in-house counsel, licensing and business development executives will help you translate new laws and trends into a winning business strategy and ensure your agreements lead to positive outcomes.

Contents & Contributors

Factoring Emerging Trends in Pharma/Biotech Collaborations into Your Deal Making Strategy
Alex Scott, Eisai Inc. (Woodcliff Lake, NJ)
Kevin Taylor, Adolor Corporation (Exton, PA)
Sergio Garcia, Fenwick & West LLP (San Francisco, CA)

Selecting the Most Viable and Profitable Compensation Structure
René Castro, Ph.D., Anza Therapeutics (Concord, CA)
Michael Flaschen, Amgen Corporation (Thousand Oaks, CA)

Promises & Pitfalls: Pharmaceutical Research Collaborations in China
Tony Chen, Jones Day (Shanghai, China)

Incorporating International Business Strategies into Collaboration Agreements: Japan-Related Issues & Considerations
Akihito Nakamichi, Kirkland & Ellis LLP (San Francisco, CA)

Pitfalls in Cross-Border Collaboration Deals
James C. Snipes, Covington & Burling LLP (San Francisco, CA)

Pharma/Biotech Collaborative Agreements
Thomas M. Argentieri, Ph.D., Wyeth Pharmaceuticals (Collegeville, PA)
James C. Snipes, Covington & Burling LLP (San Francisco, CA)

Minimizing Business and IP Risks Through Effective Due Diligence
Thomas M. Argentieri, Ph.D., Wyeth Pharmaceuticals (Collegeville, PA)

Fine Tuning Your Due Diligence Process
Lauren L. Stevens, Ph.D., Finnegan Henderson Farabow Garrett & Dunner LLP (Palo Alto, CA)

Limiting the Potential for Litigations: Best Drafting Practices After Medimmune
Jonathan S. Dickstein, Morrison & Foerster LLP (San Francisco, CA)

Alliance Management: Establishing Governance Structures for Successful Collaborations
Lucy J. Billings, CV Therapeutics (Palo Alto, CA)
Mary Jo Struttmann, Astellas US LLC (Deerfield, IL)
Robert C. Funsten, Bingham McCutchen LLP (Costa Mesa, CA)

Successfully Negotiating Collaborative Research Agreements With Academic Institutions
Louisa M. Daniels, Pfizer Biotechnology and Biotherapeutics Center/Rinat (South San Francisco, CA)

Collaborative Research and Licensing With UC Berkeley
Irvin Mettler, University of California, Berkeley (Berkeley, CA)

Effectively Negotiating Contested Issues with Academic Institutions: Bridging the Gap Between Universities and Industry
Kelli Watson Francuzenko, McDermott Will & Emery LLP (Washington, DC)

NIH as a Research Partner: How to Collaborate With & Gain Access to NIH Intramural Scientists and Resources
Claire T. Driscoll, National Human Genome Research Institute (NHGRI)
National Institutes of Health (Bethesda, MD)

Accessing Government Technologies and Working with Nonprofits in the Global Health Field
Uri Reichman, Ph.D., National Institutes of Health (Rockville, MD)

Non-Profits and Pharma in Global Health
Julie Cheng, Institute for OneWorld Health (San Francisco, CA)

Negotiating Agreements in Light of the Recent Surge in M&A
Ben Perkins, Pacific Growth Equities (San Francisco, CA)

Negotiating Agreements in Light of the Recent Surge of M&A Activity
Jeffrey C. Selman, Nixon Peabody LLP (Palo Alto, CA)



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