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On Friday, November 14, 2008, Pryor Cashman partner Stephen M. Goodman co-taught a Master Class on “The ‘Win-Win’ Collaborative Agreement:  Practical and Ethical Negotiating and Drafting Strategies.”

The workshop was given as part of the American Conference Institute’s 11th Advanced Forum on “Structuring, Negotiating and Managing Pharma/Biotech Collaborative Agreements – Allocating Rights, Responsibilities & Rewards in Licensing, Strategic Alliances and Partnering Deals.” 

Over the course of three hours, Goodman, together with patent attorney Edward Lentz, led a group of industry professionals through various business and legal concerns that, if properly addressed, can significantly increase the likelihood that the partners will achieve a flexible and productive business relationship. 

Participants received a model agreement between a biotech company with a platform delivery technology and a large pharma with a proprietary molecule, and the session proceeded to address such topics as:

• Understanding your prospective partner
• Managing your own and your partner’s expectations
• Ethical concerns relating to due diligence and confidential information
• Valuation challenges in a volatile market
• How to avoid ethical compromises
• Assessing and allocating risks and costs
• Ownership rights and enforcement and defense of intellectual property
• Governance of the collaboration from early-stage development through commercialization
• “Diligent efforts” – developing meaningful performance standards
• Consequences of breach
• Pros and cons of dispute resolution choices
• Anticipating changes due to new facts regarding the product, the market and your partner
• Avoiding patent abuse in crafting royalty clauses

To view the slides used by Goodman in his presentation, please click here.