Structuring, Negotiating and Managing Win-Win

Pharma/Biotech Collaborative Agreements

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

Tuesday, November 13, 2007

About

It is clear that in today’s environment, both pharmaceutical and biotech companies must rely on licensing and collaborations to ensure their survival. However, negotiating and maintaining win-win agreements is also becoming more difficult as competition increases, laws change, and the deals become more complex. 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.

Recent proposed legislation regarding follow-on biologics as well as Supreme Court decisions in MedImmune v. Genentech and KSR v. Teleflex can change the value of the intellectual property involved in the collaboration. You need to take into account this changing legal environment in order to negotiate the best deal available for your company’s needs. In addition, as more of these deals morph into M&As, you need to adjust your negotiation strategies accordingly.

Developing a workable alliance management plan is essential to a successful and lucrative deal. And should the deal fall through, as many do, it is imperative that you have protected your IP and drafted termination provisions that allow both parties to walk away with their assets intact.

Contents & Contributors

About

It is clear that in today’s environment, both pharmaceutical and biotech companies must rely on licensing and collaborations to ensure their survival. However, negotiating and maintaining win-win agreements is also becoming more difficult as competition increases, laws change, and the deals become more complex. 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.

Recent proposed legislation regarding follow-on biologics as well as Supreme Court decisions in MedImmune v. Genentech and KSR v. Teleflex can change the value of the intellectual property involved in the collaboration. You need to take into account this changing legal environment in order to negotiate the best deal available for your company’s needs. In addition, as more of these deals morph into M&As, you need to adjust your negotiation strategies accordingly.

Developing a workable alliance management plan is essential to a successful and lucrative deal. And should the deal fall through, as many do, it is imperative that you have protected your IP and drafted termination provisions that allow both parties to walk away with their assets intact.

Contents & Contributors

MOVING AHEAD: IDENTIFYING CURRENT DEAL DRIVERS AND TRENDS AFFECTING COLLABORATIONS
Jon Lourie, Edwards Angell Palmer & Dodge LLP (Boston, MA)

MEDIMMUNE V GENENTECH AND ITS AFTERMATH
Thomas J. Dodd, Johnson & Johnson (New Brunswick, NJ)

KRS V. TELEFLEX AND EBAY INC. V. MERCEXCHANGE, L.L.C.
S. Peter Ludwig, Darby & Darby, P.C. (New York, NY)

PHARMACEUTICAL/BIOTECHNOLOGY PARTNERING METHODOLOGIES AND STRUCTURES
Evan Lippman, AstraZeneca LP (New York, NY)

PLANNING AND EXECUTING A SUCCESSFUL PHARMACEUTICAL OR BIOTECHNOLOGY DUE DILIGENCE
William Jacobson, Ph.D., Wyeth Pharmaceuticals (Collegeville, PA)
Brian A. Davis, Choate, Hall & Stewart LLP (Boston, MA)

LEVERAGING AND SAFEGUARDING IP RIGHTS DURING NEGOTIATIONS
Mary Catherine DiNunzio, H. Lundbeck A/S (Copenhagen, Denmark)
Teresa O. Bittenbender, Elan Pharmaceuticals (King of Prussia, PA)

CREATING A WIN/WIN GOVERNANCE STRUCTURE
Bruce A. Leicher, Altus Pharmaceuticals, Inc. (Cambridge, MA) Monique Hunt McWilliams, Eli Lilly and Company (Indianapolis, IN)
Mary Jo Struttman, Astellas US LLC (Deerfield, IL)
Christopher Denn, Goodwin Procter LLP (Boston, MA)

CRITICAL IMPORTANCE OF TERMINATION PROVISIONS IN COLLABORATIVE AGREEMENTS
Philip M. Hahn, Pfizer Inc. (New York, NY)

ADDRESSING THE CRITICAL IMPORTANCE OF TERMINATION PROVISIONS
Daryn A. Grossman, Proskauer Rose LLP (New York, NY)

ALLOCATING RISK, RESPONSIBILITIES & REWARDS IN LICENSING, STRATEGIC ALLIANCES AND PARTNERING DEALS
Robert A. Dormer, Hyman, Phelps & McNamara, P.C. (Washington, DC)

COORDINATING US AND INTERNATIONAL BUSINESS STRATEGIES
David E. Schulman, Dechert LLP (London, England)
Tony Chen, Jones Day (Shanghai, China)



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