Saturday, June 14, 2008

• What are strategic alliances?
  • Types of deal structures (i.e., licenses, research collaborations, 50/50)
  • Why partner? When to partner?
  • Review examples of recent alliances
  • Case Study
• What is the process? (Focus on BD person's role)
• • Deal planning (i.e., strategic needs, internal consensus, guiding principles, data package & presentation preparation)
  • Preparing for the initial contact
  • Preparing the term sheet
  • Due diligence (i.e., IP, science/technology, capabilities/site visits)
  • Finalizing the deal
  • Communication planning (i.e., internal, partner, public disclosures)
  • Implementation

• Overview of patenting (i.e., what a patent is/isn't, what is/isn't patentable, requirements for patentability, patent term)
• Prosecution process
• Anatomy of a patent
• Overview of claims (i.e., what a claim is, types of claims, infringement, validity/enforceability)
• What Opinions of Counsel are and how to use them
• Differences between US and other countries (i.e., research exclusion, first to invent)
• What to look for in due diligence
• Case Study/Recent IP or Landmark Cases

Sunday, June 15, 2008

• What is the role of Financial Modeling in Deal Valuation?
• Financial statement basics
• • Content & purpose of balance sheet, income statement, cash flow statement
  • Focus on issues common for biotech companies (e.g., R&D reimbursement, clinical batches, patents, goodwill)
  • Interpretation - important metrics and ratios
• Types of Valuation Methodologies
• • Cost-based
  • Comparables
  • NPV-based
  • Advanced methodologies (e.g., Monte Carlo analysis, real options)
  • Limitations of modeling
• Details on how to calculate probability-adjusted NPV
• • Estimating inputs
  • • Sales forecasting (i.e., incidence/prevalence, penetration/market share, pricing)
    • Commercialization expenses (i.e., sales force, marketing expenses, pre-launch ramp-up)
    • Development costs (i.e., pre/clinical development, cost of clinical supplies)
  • Estimating risk
  • • Cost of capital
    • Probability of technical success
• Sensitivity analyses
• Case study

• Typical licensing scenarios
  • Technology licensing deals
  • Out and In-Licensing
  • Collaborative (co-dev/co-promotion
  • Joint Ventures
  • Manufacturing and Supply
• Types of Agreements
  • Confidentiality Agreements
  • MTAs
  • Term Sheet
  • Definitive Agreement
• Anatomy of a Licensing Agreement
  • Common contract definitions
    • License Grants
    • Non-Compete/Exclusivity concepts
    • Financials
    • IP Issues (e.g., prosecution/maintenance, infringement, improvement grantbacks)
    • Governance
    • Dispute Resolution
    • Insurance and Indemnification
    • Reps and Warranties
    • Term and Termination
    • Other

Monday, June 16, 2008

• Effective presentations
  • Managing content (e.g., what goes in a presentation, make sure it tells a story)
  • Managing format and style (e.g., consistency across multiple presenters)
  • Basics of delivering a presentation
  • Other practical tips (e.g., clear your desktop, bring presentation in at least two formats)
• Meeting planning & preparation
• Cross-cultural negotiations
• • Differences across companies (e.g., goals, attitudes, personal styles, communication styles, time sensitivity, emotionalism, agreement form, agreement building, team organization, risk taking)
  • Differences across countries
• Managing internally
• • Managing team members
  • Managing expectations

• What is negotiation?
• Preparing for negotiations
• • What is the goal?
  • What is your target? BATNA?
  • What is your first offer?
• Negotiation strategies & techniques
• Case Study

• Case Negotiation