Pharma & Biotech Licensing Deal-Making Summit

Putting Your Learning to Practice
The second segment of the workshop is a hands-on session in which participants are divided into interactive opposing teams. Each group is given a set of conditions with the objective to finalize a deal structure acceptable to all partners involved. Each team evaluates a specific licensing opportunity. Each group then presents their individual solutions to the entire group and in doing so, further highlight specific issues of importance in valuing technology for partnering. This workshop is designed with models and case studies to promote group participation and allow plenty of time to ensure that your most pressing questions are answered.

About your Distinguished Workshop Leaders:
Howard Wachtler is a Managing Officer of QED Technologies Inc., a life science based strategic consulting and transactional group. Mr. Wachtler is a senior health care industry executive, who brings with him more than twenty-five years of broad-based and diversified experience in venture capital, business development, strategic planning, and sales and marketing management. Mr. Wachtler directed Business Planning and Development for Pfizer, Inc. Hospital Products Group with responsibility for business/strategic planning, acquisitions, strategic alliances, licensing and venture programs for the division and corporate management worldwide. Prior to his tenure at Pfizer, Mr. Wachtler directed Corporate Development for Organon, Inc., where his responsibilities included the identification, evaluation, and consummation of acquisitions, new ventures, and technologies opportunities for all divisions of the company. He is a frequent speaker at industry meetings and has lectured and taught undergraduate and graduate level courses. In addition, he currently serves on the Editorial Advisory Board of Drug Delivery Technology magazine and is a regular contributor.

Dragan Cicic is a Project Director with QED Technologies Inc., a life science based strategic consulting and transactional group. Dr. Cicic has worked in a number of health care related roles, ranging from that of a Medical Doctor to strategy consultant to health care investment banker. Prior to joining QED Technologies, Dr. Cicic was an investment banker with SG Cowen Securities, a New York subsidiary of SocietË General, a Paris based multinational banking organization and one of the largest in the world. At SG Cowen, Dr. Cicic specialized in Health Care Mergers and Acquisitions.

12:30 - 1:50 - Registration for Pre-Conference #2 and Networking



1:50 - 4:45 - WORKSHOP: WORKSHOP #2: License Engineering: Financial Evaluation and Optimum Deal Structuring for Licensing Opportunities
With an increasing numbers of biotech companies seeking to generate cash from their projects early and the need of big pharma to create well-balanced portfolios, licensing activities become more and more important. Drafting favorable licensing agreements and the valuation of licensing terms requires an in depth understanding of the projects considered. The risk of failure in the development process as well as the commercial potential of licensing opportunities has to be assessed and integrated in the evaluation. Through lectures, case studies and practical exercises this workshop will show you how evaluate licensing opportunities. The workshop will help you appreciate the advantages of financial modeling, will enable you to value highly uncertain cash flows, and will improve your ability to draft value maximizing term sheets.

Valuation Principles
-Practice discounted cash flow analyses
-Calculate Net Present Values (NPVs)
-Exercise - Participants will calculate the NPV of a cash flow stream.

Evaluating a Pharmaceutical Project
-Understand why traditional NPV does not properly value pharmaceutical projects
-Learn to apply augmented NPV
-Integrate R&D risk in your analysis
-Estimate outcome probabilities based on expert judgments and benchmarks
-Take advantage of continuous probability distributions to model commercial risk
-Learn how to build a market model
-Analyze competitors and estimate market shares
-Arrive at reasonable cash flow forecasts
-Use Monte Carlo simulations to assess feasible scenarios and sensitivities
-Identify the most significant value drivers
-Exercise - Delegates will create a probability tree and assess the value of an R&D project.

Increasing the Value of a Pharmaceutical Project
-Explore alternative R&D and marketing strategies
-Improve risk analysis and risk management
-Make educated decisions based on the value analysis

Case Study
A value assessment for alternative R&D strategies will be demonstrated and discussed.

Maximizing Value from Licensing Agreements
-Create state of the art license models
-Identify and analyze comparable agreements
-Re-engineer deals and assess the value created for each partner
-Find the optimal structure for your licensing agreement
-Get the right balance between
• upfront payments
• milestone payments
• royalties
• equity
• options

Case Study
A term sheet will be analyzed during the workshop.
The participants are strongly encouraged to take their laptops to the workshop!

Workshop Leader:
Dr. Joachim M. Greuel is founding partner of Bioscience Valuation BSV GmbH, a consulting company that focuses on project, portfolio, license and company valuations, deal structuring, and market modeling. Joachim began his professional career as head of a research team at Bayer AG. Before founding Bioscience Valuation BSV GmbH, he was investment manager at a Swiss Venture Capital Fund. In this function, Joachim analyzed projects of numerous biotech companies. Contact information: Tel: +49 8821 966979-0, email: contact@biosciencevaluation.com

5:00 - 7:00 - Pre-Conference Networking Reception



Tuesday, March 23, 2004

7:15 - 8:30 - Registration & Networking



8:30 - 8:45 - Co-Chairs' Opening Remarks
Richard M. Bayney, Ph.D.
Vice President, Decision Analyst and Portfolio Management
Johnson & Johnson

Art Cook, Ph.D.
Principal
ZS Associates

Constance McKee
President & CEO
Asilomar Pharmaceuticals

Carolyn Siegal
Executive Vice President, Corporate Partnering & Strategic Planning
Catalyst Pharmaceutical Research LLC

John S. Zawad, Ph.D.
Vice President
Aventis Capital

8:45 - 9:25 - CASE STUDY: Building a New Company: From Concept to Reality
We will describe the strategy and tactics for transforming a scientific concept for a new company to reality. The complex interplay of people, science, technology, business, venture capital finance and pharmaceutical partnerships will be discussed using TransForm Pharmaceuticals as a case study.

Nick Galakatos, Ph.D.
Managing Director
MPM Capital

9:25 - 10:00 - New Thoughts on Deal Valuations
The recent upswing in prices paid on licensing deals is a significant industry event that should be considered in the context of the overall business. With fairly dry pipelines, companies must consider whether in-licensing is a temporary patch for internal production shortfall, or visa versa. Another trend is increasing biotech buyouts and the prospective de-merging of some big pharma firms into smaller, more focused companies. Finally, out of all of this, the industry will have to redesign itself for higher, stable production that may portend a revolution in the research and development area. New systems may emerge that are not in common practice today.

Stefan Loren, Ph.D.
Managing Director
Legg Mason

10:00 - 10:40 - Networking Break



10:40 - 11:15 - Global Strategic Alliances -- A Key to Growth in the 21st Century
Given the importance of multiple collaborations for pharmaceutical companies in Japan, the US and Europe, some of the important criteria for mutually successful alliances will be discussed during this talk. These include alignment of strategic and financial interests, good chemistry among the management team as well as the project teams and a priority focus on the shared asset in both companies. Processes must be in place at all stages of the alliance to "nurture" the relationship as well as the development and commercialization of the asset, to ensure ongoing communications and with pre-existing procedures to resolve conflict.

Catherine Angell Sohn, Pharm.D.
Vice President, Worldwide Business Development and Strategic Alliances
GlaxoSmithKline Consumer Healthcare


11:15 - 11:45 - Early Stage Partnering: Potential Opportunity or Unacceptable Risk?
The licensing environment has shifted to earlier stage compounds as available late stage opportunities have diminished. This shift requires renewed consideration of risk tolerance and when exactly to partner. Has the licensing equation really changed? What key factors should be evaluated in these new relationships?

Herbert Ormsbee, Ph.D.
Senior Director, Licensing & Development
Pfizer, Inc.

11:45 - 12:20 - CASE STUDY: Examining the Partnership Between Business Development and Portfolio Management: One Organization's Approach to Making Portfolio Decisions
This case study will address how Genentech sets corporate Business Development strategy and evaluates products to enable portfolio decisions.

Suzy Jones
Associate Director, Business Development
Genentech, Inc.

DeeAnn Yabusaki
Associate Director, Portfolio Planning
Genentech, Inc.

12:20 - 1:30 - Networking Luncheon



1:30 - 1:55 - How Big Pharma Evaluates Your Licensing Opportunity
So Big Pharma has indicated some initial interest in your product/opportunity. What's really happing inside and how can you influence it? Can or should you influence it? Do you need a product champion and how should you use them? This talk should provide some guidance with detail on the process itself, the evaluation criteria and parameters, the players involved, and at what stage decisions are actually made. I will focus primarily on products near or in the clinic and differences for different stage products will be discussed.

Susan L. Koppy, Ph.D.
Director Business Development, Search & Evaluation
Novartis Pharmaceuticals

1:55 - 2:20 - Technical Diligence and Evaluation -- The Way We Do It
This talk will describe the process for carrying out technical due diligence and subsequent evaluation of licensing opportunities at Bristol-Myers Squibb.

Eric L. Hagestad, Ph.D.
Senior Director, Licensing
Bristol-Myers Squibb

2:20 - 2:55 - Creative Approaches to Deal-Making in a Partner-Focused Environment
With the continued demand for innovative products from Big Pharma, Specialty Pharma, and Biotechnology Companies, partnering to gain access to assets has continued a key activity aimed at providing shareholder value. While most companies are now targeting alliance strategies geared toward being the "Partner of Choice", there are particular implications on negotiations, deal structure and partner interactions.

The discussions will focus on:
-Creative partnering activities aimed at building unique relationships and structures for long term success
-Partner-focused activities to deal with difficult financial times and the evolving environment
-Post-deal challenges and the need to renegotiate in the spirit of commitment to successful alliances

Joe Zakrzewski
Director, Corporate Business Development
Eli Lilly and Company

2:55 - 3:40 - Networking & Posters



3:40 - 4:05 - Challenges of Evaluating an In-Licensing Opportunity
We want to provide a speedy and quality evaluation, to find the right opportunities and provide the framework for the future collaboration. Speed and thoroughness require orchestrating the learning of a large busy organization. With many opportunities and many evaluations at any time, we need to pay attention to the right opportunities, which requires a clear strategy and a good tracking system. The potential partner helps by providing the right information in the right order. Our expertise and infrastructure needs to be tapped for a greater understanding of the issues and potential. Getting a speedy and quality internal decision requires an understanding of our needs and resources and philosophy. Clear and candid communication is needed with the potential partner both for negotiations and to provide an ongoing dialog on new opportunities. A quality evaluation provides the framework for the structure of an agreement and guides the newly formed team as it begins to make the collaboration work.

Linda Pullen, Ph.D.
Director, Licensing
Amgen, Inc.

4:05 - 4:30 - The Many Faces of Corporate Venture Capital
Big Pharma is entering the venture capital market in increasing numbers. The objectives of these investments run the gamut from funding of collaborations and alliances to pure venture investments. This presentation will examine the various strategies being employed by corporate venture capital in the pharmaceutical sector. The pros and cons of corporate venture investments
will also be discussed.

John S. Zawad, Ph.D.
Vice President
Aventis Capital

4:30 - 4:55 - The Fast-Changing Pharmaceutical Business Development Environment
Deal opportunities and terms have been changing remarkably over the past several years in the face of multiple pressures and new players. Today, pharma and biotech are often competitors, and dry pipelines have placed higher premiums on later stage deals and tempted others to look to earlier stage compounds for opportunity. Also, Japanese and European companies have suffered loss of distribution of US products as America's distribution reach has expanded. In turn, former distributors are becoming full flung pharma companies themselves seeking access to US markets and are prepared to partner early to gain that access. The dynamic has truly changed as will likely continue to do so. This talk will address the changing pharmaceutical industry from a deal-making perspective, and offer possible directions of further change.

Patrick Verheyen
Vice President, Business Development Pharmaceuticals Group
Johnson & Johnson

4:55 - 5:55 - PANEL: We Just Did a Huge Deal and the Stock Price Declined: The Importance of Market Expectations
This audience-interactive panel will examine current trends in deals, their implications, and the climate for 2004. Among the topics to be discussed are the "Street's" current criteria for good and bad deals, capital flows, deal and valuation trends, hot technologies/therapeutic areas, upfront payments versus back-end royalties is, and whether companies should in/out-license early, late, or not at all. Plus much more.

Moderator:

Stefan Loren, Ph.D
Managing Director
Legg Mason

Steven Harr, M.D.
VP, Equity Research
Morgan Stanley

Panel:

Ken Applegate
Portfolio Manager
CapitalWorks Investment Partners

Scott Braunstein
Vice President, Equity Research
JP Morgan Asset Management

R. Nelson Campbell
Senior Vice President, Life Sciences Investment Banking
Friedman Billings Ramsey

Jay Markowitz, M.D.
Biotech Analyst
T. Rowe Price Associates

Vijai Mohan
Co-Portfolio Manager
Origin Capital Management

Patrick N.J. Schnegelsberg-Pettersson
Biotech Analyst
Mehta Partners

Kellie Seringer
Portfolio Manager
Symmetry Capital

Bill Slattery
Analyst
Deerfield Management

Douglas Swirsky
Principal
Legg Mason

Ilan Zipkin, Ph.D
Principal
MPM Capital


5:55 - 9:15 - Casino Night, Reception & Networking Dinner
This evening we'll take a respite from sessions to have some fun. A networking dinner, buffet style, and casino games are planned for you and your fellow attendees to enjoy. Leave your cash at home, the money's fake. Three prizes will be awarded during the general session on the afternoon of March 24th. Come join your colleagues for the tables and networking! The function is open to all speakers and attendees. No separate registration required.


Wednesday, March 24, 2004

7:15 - 8:15 - Networking & Posters



8:15 - 8:45 - When to Go Public? Funding Your Biotech Business in 2004
It opens, it closes and then maybe opens again. The window of opportunity for biotech companies hoping to do an initial public offering can't quite make up its mind these days.
But any new breeze is welcome indeed, given that the window remained completely closed for much of 2001-2003. So more biotech IPOs are getting filed, and some are getting done. Now more than ever, it's important for your company to understand:
-What's the real data on this market, and what does it say about the opportunity for a biotech IPO?
-What kinds of deals are getting done, and how can I best prepare my company for a successful initial offering?
-What are the steps of the IPO process, and what's a typical timeline?
-What other financing options are viable today, and how should I choose which to pursue?

Nelson Campbell
Senior Vice President of Life Sciences Investment Banking
Friedman, Billings, Ramsey & Co., Inc.

8:45 - 9:15 - Consolidation and M&A in the Small Cap Biotech Space
Intra small cap and inter sector consolidation. A discussion of small cap consolidation to create critical mass in the race to become the next AMGN and the continued need to feed the monsters, both old (large cap pharma) and new (large cap biotechs). Near-, mid and long term investment conclusions.

Patrick N.J. Schnegelsberg-Pettersson
Biotech Analyst
Mehta Partners

9:15 - 9:45 - Strategic Partnerships from Regulatory & IP Perspective
There are many issues that a company considering a strategic partnering deal needs to consider prior to engaging in those discussions. As the holder of the technology looking out-license, it is essential that prior to sitting at the negotiating table, in order to maximize the return on the grant of the license, you know your own value as held against the current market. The two key indicators of value are the IP itself, and how it has been positioned from the regulatory perspective. If your company is looking to in-license the technology, knowing up front the IP and regulatory position can allow you to accurately assess what it will take to get the product to market, its value on the market, and therefore the value of the license.

Diane Romza-Kutz
Partner
Mayer Brown Rowe & Maw

Joseph Mahoney
Partner
Mayer Brown Rowe & Maw

9:45 - 10:30 - Networking & Posters



10:30 - 11:15 - PANEL: Bio-Pharma Partnering: The Changing Priorities and Opportunities from Japan
Japanese pharmaceutical companies have historically provided both financial and resource support for numerous early stage biotechnology companies from North America and Europe. With increasing financial pressures, a shrinking share of their home market and an emerging biotechnology industry in Japan, there may be fewer early stage partnerships available for U.S. biotechnology companies in Japan. On the other hand, a different development standard as compared to global pharmaceutical companies has created new in-licensing opportunities for biotechnology, regional and specialty pharmaceutical companies looking to acquire clinical stage products. The panel reviews the historical, current and future trends for bio-pharma partnering with Japanese pharmaceutical companies.

Moderator:

Carolyn Siegel
Executive Vice President, Corporate Partnering & Strategic Planning
Catalyst Pharmaceutical Research LLC

Panel:

Ed Broughton
Senior Vice President, Business Development
Eisai, Inc.

Michael Krupp Ph.D.
Senior Vice President Business Development and Chief Business Officer
Chugai Pharma USA

Norifumi Nakamura Ph.D.
Board Member, General Manager, Corporate Planning
AnGes MG Inc.

11:15 - 12:00 - PANEL: Beyond US and Europe: Winning Strategies for Global Partnering and Licensing by Exploring the Asian/Greater China Markets
This panel will feature some of the most exciting life science companies in Greater China and other parts of Asia, each with a unique value proposition, all are well positioned to explore partnering and licensing opportunities with their US and European counterpart for providing healthcare services and commercializing technologies and products addressing the unmet market needs in major disease areas.

Session Chair:

Zhu Shen, Ph.D., MBA
CEO
BioForesight, Inc.

Panel:

Kevin Chen, Ph.D.
President & General Manager
IgCon Therapeutics Co., Ltd.

Victor Shi, Ph.D.
Managing Director
Discovery Resources Group

Guang Yang, MS, MBA
Co-Founder and Managing Director
ROMIT Healthcare

Nathan Zhang, MD, Ph.D., MBA
President
Chipscreen Biosciences, Ltd.

James J. Zhu, Ph.D., J.D., MBA
Patent Attorney
Perkins Coie LLP


12:00 - 1:15 - Networking Luncheon



1:15 - 2:30 - PANEL: Pharma & Biotech Partnering Panel: Important Considerations for 2004
This audience-interactive panel will address key partnering considerations for 2004. When is the optimal time for partnering for pharma. And biotech? What are the biggest concerns about a prospective partner and can those concerns be mitigated? What are expectations of the partnership? Do they change from pre-clinical platform technologies to late-stage clinical compounds? How early should deals go? Does biotech sometimes rush compounds through pre-clinical studies at the expense of important biological data? What are the criteria for the ideal partner? These and other topics will be discussed.

Moderator:

Herbert Ormsbee, Ph.D.
Senior Director, Licensing & Development
Pfizer, Inc.

Panel:

Jack Anthony
Vice President, Corporate Development
Tularik, Inc.

Kevin Gorman
Vice President, Business Development
Neurocrine Biosciences, Inc.

Eric L. Hagestad, Ph.D.
Senior Director, Licensing
Bristol-Myers Squibb

Suzy Jones
Associate Director, Business Development
Genentech, Inc.

Mike Step
Vice President, Corporate Development
Amylin Pharmaceuticals

Patrick Verheyen
Vice President, Business Development Pharmaceuticals Group
Johnson & Johnson

Jerald J. Wenker
Divisional Vice President, Global Pharmaceutical Strategic Planning and Development
Abbott Laboratories

Russell P. Wesdyk
Senior Director, Business Development
Guilford Pharmaceuticals


2:30 - 3:15 - PANEL: Specialty Pharmaceuticals: An Increasingly Attractive Route to Profitability for Biotech
Increasingly, compounds for "small" markets are being out-licensed by pharma to smaller companies as the result of portfolio re-alignment or mergers. They may also be developed in-house. In either case, many profitable small companies have found their niche in this sector. This panel will examine the challenges and opportunities to be found in this key sector.

Moderator:

Robert J. DeLuccia
Vice Chairman of the Board
MacroChem

Panel:

Joe Cooper
Executive Vice President, Corporate Development
Medicis

Chris Karitsy
SVP and CFO
KOS PHARMACEUTICALS, INC.

Greg Vontz
COO
CONNETICS

Paul K.Wotton Ph.D.
Global Head Business Development
SkyePharma


3:15 - 4:00 - PANEL: Biotechnology Partnering for the Public Company: Successful Models in Successful Biotechnology Companies, Issues, Trends and Concerns for the Future
This panel will examine the importance of partnering in the strategy of three well known public companies in the therapeutics space and a leading partnering lawyer. This panel will outline specific deal parameters,
current trends in the space, and the overall importance of partnering to the emerging growth biotechnology company.

Moderator:

Stan Yakatan

Panel:

Jane Adams
Partner
Cooley Godward

Dan Korpolinksi, Ph.D.
President & CEO
Stressgen Biotechnologies

Jake Schaible
Director Corporate Development
Ligand Pharmaceuticals

Gerry Yakatan
President & CEO
Avanir Pharmaceuticals

4:00 - 6:00 - Networking Reception
For those persons staying to attend the closely related "Clinical-Stage Partnering Summit" and for those arriving to attend it.

Stefan Loren, Ph.D.
Managing Director
Legg Mason

Catherine Angell Sohn, Ph.D.
Vice President, Worldwide Business Development and Strategic Alliances GlaxoSmithKline Consumer Healthcare