C21 BioVentures

4/8/2009

Corporate, Emerging Companies + Venture Capital, and Life Sciences

The Meritage Resort
Napa, CA

Sponsorship

Morrison & Foerster LLP is pleased to sponsor the 11th Annual C21 BioVentures Conference, April 7 – 9, 2009, in Napa, California.

Laura Spiegelman, Technology Transactions and Life Sciences Groups partner, will chair the session, “What Happens in Biotech Partnering and Licensing Deals When Things Go Wrong… and How to Protect Yourself .”

Complex partnering and licensing deals can go wrong in many ways, especially in the current business climate. As long as results are good and both companies – and the economy – are healthy, contracts spend a lot of time sitting in drawers. However, the drawers open quickly when things go sideways, bad data come in, or the unexpected happens.

These agreements also see the light of day in due diligence for financings and new license and partnering projects, where prospective investors and collaborators look to see how well a young company – and for partners, the shepherds of critical IP and other matters for a future product – has contemplated the unexpected, and protected its value and the value of its products through thoughtful, well-crafted licenses and partnering terms. In these times, a period when even more unexpected things than usual are happening with many companies, this session explores key areas in licenses, collaborations, and partnering deals where companies can protect themselves against the worst and the unexpected. These include diligence, termination, effect of termination, scope, acquisition and change of control clauses, and certain detailed financial terms, among other areas.

This discussion connects detailed provisions that are frequently not on anyone’s mind at the term-sheet stage (but come out in someone’s favor in the agreement) to the big picture, and provide suggestions as to how to make these provisions work in your favor under a range of scenarios. This session also identifies key points companies can expect investors and partners to look at in in-licenses and existing partnering arrangements during due diligence, and how to line things up to ensure this pressure-testing goes well.

Moderator:

Laura O. Spiegelman, Partner, Morrison & Foerster

Speakers:

Kenneth Chahine, PhD, Chief Executive Officer and Director, Avigen, Inc.
Jeff Jonker, Director of Business Development, Genentech, Inc.
Raul R. Rodriguez, EVP and COO, Rigel, Inc.

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