Negotiating Life Sciences Licensing Agreements

About Course:

Negotiating Life Sciences Licensing Agreements

Negotiating life sciences licensing agreements is a high-stakes endeavor due to the extremely steep research and development costs and limited patent lives associated with life sciences. The process is complicated by industry-specific terms and provisions such as orphan drug status, compulsory licensing, and off-label use, which negotiators must understand thoroughly. Even standard licensing terms require careful negotiation.

This session offers valuable insights into negotiating life sciences licensing agreements, addressing critical issues such as:

• Controlling Licensee’s Sublicensing Activities: Ensure sublicensing activities align with the original agreement.
• Extending the License Beyond Patent Expiry: Explore options for extending license rights beyond the patent’s expiration.
• Limiting Royalty Payments: Limit royalty payments to claims that would otherwise be infringed.
• Freedom of Operation Opinion Letters: Assess the merits of obtaining freedom of operation opinion letters.
• Remedies for Minimum Royalty Obligations: Define remedies for instances when licensees fail to meet minimum royalty obligations.
• Clear Milestone Drafting: Learn how to draft clear, achievable milestones.
• Adjusting Royalties: Adjust royalties for various scenarios, such as product combinations.
• Royalty Stacking Provisions: Strategies to reduce the impact of royalty stacking provisions.
• Handling Valuable Discoveries: Procedures for when a limited field of use licensee makes valuable discoveries outside the scope of the license.
• Ensuring Aggressive Development: Ensure licensees aggressively pursue the development and marketing of the licensed compound.
• Penalties for Non-Performance: Draft effective penalties for non-performance.
• Dispute Resolution Options: Explore options for resolving disputes.
• Terminating License Agreements: Understand provisions for terminating license agreements.

Course Leader: Emma Wheatley, Associate General Counsel for Technology Acquisition, Emergent BioSolutions Inc.

Emma Wheatley is a seasoned legal professional with over 15 years of experience, specializing in life sciences and cross-border transactions. Her expertise includes technology licensing, joint ventures, and mergers and acquisitions. She has advised academic institutions, biotechs, and pharmaceutical companies on their technology transactions. Currently, she serves as Associate General Counsel for Technology Acquisition at Emergent BioSolutions Inc. Emma holds an honors law degree from Durham University, England.

Course Length: Approximately 1.0 hour

Keywords: life sciences licensing agreements, research and development costs, patent lives, orphan drug status, compulsory licensing, off-label use, sublicensing activities, royalty payments, freedom of operation opinion letters, minimum royalty obligations, milestone drafting, royalty stacking provisions, dispute resolution, terminating license agreements.