the art of the deal- webinar
Post on 08-Jun-2015
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The Art Of The Deal
About SecureDocs
• SecureDocs is a virtual data room for sharing and storing sensi8ve documents both internally and with outside par8es.
Company Basics: • Founded by the team that created and launched GoToMyPC and
GoToMee>ng
• Backed by leading technology companies and investors
• Web-‐based business soDware for financial and legal professionals
About Peter Weinstein, Ph.D, J.D.
Ø Nearly a decade as a scien>st post Ph.D., including >me at NIH, USAMRIID and as a Sr. Scien>st at ImmuCell
Ø Former Patent Examiner at the USPTO Ø Over a decade in private prac>ce as a patent and general civil
li>gator, patent prosecutor and licensing aSorney Ø Six years at Baxter Healthcare (Sr. Counsel, IP) Ø Founder and current CEO of One3 IP Management
About One3 IP Management Ø One3 IP Management is an intellectual property management company
that acts as your in-‐house IP counsel handling all of your company’s IP, licensing and other legal needs.
Ø One3 IP views its clients as partners and does not nickel and dime them for
every task, but works with its clients in a cost effec>ve manner that allows One3 IP to learn and stay abreast of its clients current and future business needs and goals.
Ø One3 IP does not follow the status quo in building its clients value through
the obtainment of a broad patent porZolio and the protec>on of its clients trade secrets, but has developed novel methods that are cost effec>ve and result in an IP porZolio that provides broad protec>on
Form of the Deal
Ø Types of Deals that will be discussed today Ø License Agreement Ø Sales Agreement Ø Collabora>on Agreement Ø Research and Development Agreement
Today’s Goals Ø Provide the steps you may want to consider when preparing to nego>ate and draD a license agreement Ø Not terms as these are deal specific
Ø Provide from my experience some of the do’s and don’t’s of license nego>a>on I have learned over the years
Ø Provide examples of issues created by poor licensing prac>ces
Ø Provide examples of success stories
Deal Prepara>on
Ø Prepara>on is the key to success Ø Iden>fy best partners to accomplish your goal
Ø Iden>fy individuals to contact Ø How to find: Ø Referral Ø LinkedIn Ø Internet search
Deal Prepara>on Ø Determine what you are willing to give up Ø Make sure it meets your business needs Ø Make sure you can live with the term
Ø What are you looking to receive? Ø If you are providing something, what do you want in return? Ø Form of compensa>on Ø Cash, Royalty, Shares, Other
Ø What is a reasonable amount? Ø What will the market bear? Ø Comparables
Deal Prepara>on Ø Timing of nego>a>on-‐ When do you need a deal completed?
Ø Strength of partner Ø Catch them when they are weakest
Ø Complex deals can take 6 months to a year from start to finish Ø Factor in a real >meline to complete
A Deal is Like a Marriage…
It can be great or it can be…
First Contact Ø How do you start? Ø Who is the decision maker? Ø Who makes contact? Ø You Ø Unaffiliated third party
First Contact Ø What do you say? Ø Only as much as need to disclose Ø Too many words can cost you
Ø How to present yourself Ø First impressions Ø Always act professionally
Ø Your presenta>on can affect how you are treated and what you will receive
The Game Begins
Ø How do you start? Ø Term sheet Ø DraD agreement
Ø Who provides the first offer of terms? Ø First shot Ø Cost Ø Experience
Game On
Ø Always nego>ate based on a posi>on of strength Ø Never show weakness
Ø But don’t be obnoxious Ø Don’t be afraid to ask for “too much”
Ø You can always give up territory Ø If possible, let the other side provide the first offer on key terms
Game On
Ø Strategy for nego>a>on and draDing: Ø Never lose your cool Ø Need to stay in control
Ø This is a business deal, emo>on should not enter the equa>on
Ø You are about to enter a “marriage” Ø Respect
Ø Think from the point of view of the other side Ø Listen to what they ask for Ø Listen to what they say Ø This evalua>on should be con>nual
Game On
Ø Strategy for nego>a>on and draDing: Ø Pa>ence Ø Don’t rush to get a deal completed
Ø Communica>on between the par>es Ø Telephone v. Skype v. Face-‐to-‐Face Ø F2F at start and finish
Ø Transfer of informa>on Ø CDA Ø Documents Ø Email v. Dropbox v. SecureDocs
Game On
Ø Strategy for nego>a>on and draDing: Ø Don’t blink Ø The biggest issue is always when to give in on a term Ø You can always concede territory later
Ø The 95 out of a 100 rule Ø Never let on what really maSers to you Ø Lose a baSle but win the war Ø At the same >me making the other side feel like they won
Example # 1 Ø Wanted to outlicense IP rights and Product Line Ø Licensee Ø Lacked consensus Ø Unreasonable expecta>ons Ø Distrust
Ø Licensor Ø Uncommunica>ve
Ø Former Employee trying to blow up deal Ø Reached out to Licensor and agreed to work together
Ø Convinced Licensee one decision maker and term floor Ø Deal exceeded floor and both par>es received what they wanted
Example # 2
Ø Wanted to retain IP rights if collabora>on failed Ø Tough partner to deal with who always asked for too much
Ø Waited un>l partner suffered financial issues Ø Approached partner with license offer for IP Ø Partner agreed Ø Partner wanted to limit scope of IP
Ø Provided partner guarantee of money for a defined period of >me
Ø Obtained all IP rights
Q&A
SecureDocs Virtual Data Room 50 Cas>lian Drive Goleta, CA 93117 Phone: (866) 700-‐7975 info@securedocs.com sales@securedocs.com www.securedocs.com @SecureDocsVDR
One3IP Management 1560-‐1 Newbury Road, #327 Newbury Park, CA 91320 Phone: (800) 478-‐2152 info@one3ip.com peter_weinstein@one3ip.com www.one3ip.com @one3ip
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