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

The class was given following the conclusion 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,” which took place on November 12 and 13, 2008  at the Helmsley Park Lane Hotel in New York City. 

The Master Class, which Goodman co-instructed with Philadelphia patent attorney Teresa O. Bittenbender, was described in the conference brochure as follows:

With so many unknowns in potential deals, finding the “win-win” solution – and addressing ethical issues – is often the toughest part of getting the deal done. This Master Class will walk you through the key aspects of negotiating and drafting that are essential to successful agreements. By referring to actual deals, and also utilizing hypothetical examples, the experienced practitioners will show you how to negotiate terms and draft clauses that anticipate and can adapt to change and accommodate competing interests. Plus, this Master Class will address ethical questions that arise during these negotiations.  Points of discussion will include:

• Finding a partner with whom your interests can be aligned
• Having realistic expectations and using good-faith negotiation strategies
• Doing due diligence to uncover mistakes in a portfolio
• Drafting adaptable agreements
• How to avoid ethical compromises
• Including specifics in the agreement to avoid future disputes
• IP-specific drafting strategies
• Getting what you want out of the royalties clause
• Where should royalties be paid?
• Drafting clauses that protect against competition in non-patent jurisdictions
• Drafting termination provisions
• Restructuring the agreement when necessary
• Specific suggested language and clauses