Life Sciences IP Due Diligence

January 30, 2006
American Conference Center, 780 3rd Avenue Suite C2, New York, NY
Monday - 1:45

Third-Party Dilemmas: Addressing the Target's Prior Contractual Obligations and Pending or Future Disputes

Contractual Obligations
James F. Farrington, Jr.
Partner, Wiggin and Dana LLP

  • Reviewing the target's prior agreement with other parties and projecting how the fruits of this review affect the value and terms of the transaction
  • The key terms to review in connection with the transaction
  • Handling prior licenses or other rights to third parties
  • Addressing sublicenses with no direct relationship to the IP owner
  • Review of issues under collaborative, contract, and sponsored research agreements
  • Special issues under consultancy and employee agreements
Tuesday - 8:30
From the Target's Perspective: The Seller's Due Diligence Obligations

Todd E. Garabedian
Partner, Wiggin and Dana LLP

  • Evaluating what is being sold and why it's being sold
  • Understanding who the potential buyers are
  • Ensuring that the "house is in order"
  • Realizing the business constraints
  • Creative implementation strategies for the deal concerning: cash, stock, payments over time and royalties
  • Presenting the strengths and weaknesses of your IP portfolio
  • Selecting your diligence team
  • Defining what will and will not be presented and how it will be presented
  • Projecting privileged and confidential information
  • Deciphering what litigation risks need to be disclosed