The Art of Partnering: Early Stage Deals

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The Art of PartneringEarly Stage Deals

• Robert Blum, Ken Clark, Tom Kassberg
• Linda Pullan,
• Wednesday, Sept 3, 2003

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Mission

• BioE2E brings together an active community of
  life-science entrepreneurs by creating a lively
  and useful forum for the exchange of practical
  real-world entrepreneurial experiences.
• Our programs foster education, collaboration,
  idea exchange, networking, and professional
  development among community members.
• BioE2E is affiliated with the MIT Club of
  Northern California Entrepreneurship Program
  (http//www.mitcnc.org/www/Entrepreneurship.htm)

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BioE2E Panel Events

• First Wednesday of each month
• 7pm wine food, 730pm workshop845pm
  networking
• Wilson Sonsini Goodrich Rosati (here)
• Cost, 20 cash or check, at the door (dont
  forget)
• Check e-mail, get on the list _at_ bioe2e.org

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Events

• October 1 - Valuations
• November 5 Corporate Venture Groups
• Mid-November Pitching to Investors (special
  session with new venue)

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Todays speakers

• Robert Blum
• SVP of Corporate Development Finance, CFO,
  Cytokinetics
• Director of Marketing and Director of Business
  Development, COR Therapeutics
• MBA at Harvard Business School
• Cytokinetics/GSK Deal (2001)

• Ken Clark
• Managing Partner, Technology Transactions Group,
  Wilson Sonsini Goodrich Rosati
• Negotiated over 50 strategic transactions
• JD at University of Texas

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Todays speakers (2)

• Tom Kassberg
• VP, Corporate and Business Development, Plexxikon
• Senior Director of Corporate Licensing, Pharmacia
• 5 years at Sugen 8 years at Bristol-Myers Squibb
• MBA at Northwestern University
• Plexxikon/Genentech Deal (2003)

• Linda Pullan, PhD
• Director of Licensing, Amgen
• Leads oncology product and technology licensing
  group at Amgen
• 20 years of experience including positions at
  Monsanto/Searle, Zeneca Pharmaceuticals, and
  Amgen
• PhD University of California

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Case StudyTheraKool Pharmaceuticals
Proprietary program uses Kool technology to
generate validated novel targets and small
molecule leads TheraKool has three programs in
(1) Cancer most advanced program with a
promising lead compound inhibiting well-validated
target supported by full animal efficacy, safety
and pK data (lt6 months to IND) (2) Inflammation
series of small molecule hits for novel,
internally validated, targets with preliminary in
vitro and animal model efficacy data further
chemistry lead optimization as well as more pK
and safety data required (lt18 months to IND)
(3) Neural Degeneration novel targets for
Alzheimers with no lead compounds yet. However,
chemistry and biological assays are in place for
high-throughput screens (unknown time to IND)
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Discussion Agenda
BD Strategy
The Pitch
Negotiation
Alliance Mgmt

• How to come up with a compelling package for
  partnering?

• How to get to a term sheet?

• What to ask for?

• How to make this deal work?

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Strategy How does TheraKool come up with a
compelling package?

• In the context of the companys overall business
  strategy
• Which programs/assets are most attractive for
  partnering?
• How to prioritize?
• How best to package assets/technologies?
• How to identify the best partners to approach?
• How to identify the right scientific/clinical
  champions within potential partner organizations?
• Should one draft a preliminary master term sheet?

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The Pitch How can TheraKool get to a term
sheet?

• Understanding the minds of big pharma/big biotech
  
• Navigating the decision-making process
• Dealing with the timelines
• What to do when you dont hear anything for a
  while?
• Pros and Cons of short-circuiting your point of
  contact
• Common mistakes committed during
• First contact
• First meeting
• Follow-up
• Potential recourse after a rejection
• When your asset/technology is declared too
  early OR
• Not a fit with company strategy
• When partner is under reorganization

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Negotiation What to ask for and how to ask for
it?

• Who should be first to draft a term sheet?
• When to send a term sheet?
• To aim high, low, or in between?
• Prioritizing terms of deal
• Deal types which ones work best for early stage
  assets
• Co-development
• Out-license
• Tech transfer
• Term sheet structuring
• Financial
• Non-financial
• IP
• Termination clauses
• Other

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Alliance Management How to make the deal work?

• How to best execute and maximize benefit?
• Managing expectations
• Handling conflicts
• Common pitfalls

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Questions?
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Closing Remarks
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Thank you Good luck!Next Event Oct 1 -
Valuations