The Anatomy Of The Deal Presentation ChinaBio June 2009

The Anatomy of Partnering with Big

Pharma - an A-Z Approach Ellen Leznik, Founding Partner, Virtual Law Partners LLP

[email protected] Rigsbee, Partner, Virtual Law Partners LLP

[email protected] Willard, Partner, Virtual Law Partners LLP

[email protected] Xiong, Partner, Broad & Bright

[email protected] Yuan, Partner, Broad & Bright

[email protected]

Preparation

June 23, 2009Virtual Law Partners LLP

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Defining Goals

Funding

Access to:

- technology- expertise- manufacturing- distribution - sales force

Ownership

Alternative positions


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Understanding and Managing Timeframes

Allocate time to do preliminary investigation and due diligence

List all activities and associated timelines Be realistic about timeframes Manage expectations


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Assembling the Team and Assigning Roles

The team:- knowledge of the industry and your company’s business- legal knowledge- communication skills- language skills- cultural understanding/sensitivity- prior experience


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Assembling the Team and Assigning Roles (cont’d)

Team roles:

- Decision-makers- Negotiators (lead, “bad cop”, counselor, peacemaker, senior statesman, etc.)- Observer- Drafters- Team support


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Due Diligence

Know the other side and know yourself.

Understand your potential partner: What are you getting?

– Understand their business: Why are they getting into the deal and can they carry through?

– Are they developing competitive products and this would be a backup if their own products don’t work?

– Is this complimentary to a current product or project? – Do they have the financial and personnel resources to carry through?

– Understand their IP and other contributions -- What is the manner of IP protection? Patents, trade secrets, etc.

-- What do the patents cover? Do they actually cover the compound or method of interest? -- What other special expertise do they bring?


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Due Diligence (cont’d)

Understand yourself: What can you commit to and what will you need to explain.

– Understand your own objectives and resources-- What are your primary goals in entering into the deal?-- What resources can you commit to this goal, and has the level of commitment been approved? -- What are the limits on commitments? When would you need to turn the deal down?

– Understand your own IP and other contributions -- What is the manner of your IP protection? Patents, trade secrets, etc.?

-- What do the patents cover? Do they actually cover the compound or method of interest?-- What is your own view of the strength of your IP portfolio? -- Are there any issues with your IP that may come up?-- What other special expertise or resources do you have to offer?


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Due Diligence in China

Why Due Diligence Is Important in China?

Fact verification

Risk evaluation

Deal structuring

Documentation


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Due Diligence in China (cont’d)

Due diligence can be very difficult in China:

Incomplete record-keeping

Lack of publicly available information

Resistance by Chinese companies

Fast-changing legal and business environment


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Due Diligence in China (cont’d)

In addition to checking relevant documents, special attention should be given to (as applicable to the partnering transaction):

– manufacture license– GMP– IP (Good in China? Other countries? Possibility of infringing

on others’ rights?)– Key technical person and relevant Employment Agreement,

Non-Disclosure Agreement, Non-Competition Agreement– Distribution network– Product category (restricted or prohibited)– Certificates from other countries (e.g., U.S. FDA)

Negotiation


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Psychology of Negotiation: Cultural Cosiderations

Tips for negotiating in China:

Don't say or do anything to embarrass your counterpart and cause them to lose "face." Don't point your finger or any sharp object such as a pen or pencil at anyone. Don't lose your temper and raise your voice. Be nice, and leave yourself room for coming

back. Government support is highly evaluated. Win support from the government in China and

your home country is important. Decision making is difficult process (responsibility and liability) – allow them time and be

patient. People in China tend not to use lawyers in the beginning, (if that is the case, lawyer can

be used as an interpreter, an advisor) People in China are price sensitive; business negotiation is often a negotiation about price. People in China like working with big companies. If you are not big, you have to show your

specialty. Sending the right team to China: Pay attention to the status of your team members. Identifying real Chinese negotiators and try to convince him.


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Psychology of Negotiation: Cultural Cosiderations

Tips for negotiating in the U.S.:

Be direct – indirect statements may be misunderstood or misinterpreted. Don't be discouraged by a very adversarial and/or aggressive negotiation style

– remain assertive and don’t lose control of negotiation. Find out early in the process who has decision-making authority and insist that

decision-makers are present or available when negotiating key terms. Be prepared for lawyers being involved in the negotiations early on. Don’t be

put at a disadvantage by not having legal representation yourself. Don’t focus exclusively on price terms – a lot of value can be added by careful

drafting of definitions (such as Net Sales), IP and other terms. Understand the other team members’ roles and observe their interaction. Allow some time for socializing and getting to know each other, but stay away

from such sensitive topics as politics and personal finances.


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Psychology of Negotiation: Negotiation Styles

Negotiation styles: China

Chinese negotiating style is generally people-oriented and permeated with such Confucian notions of guanxi, renqing, li, face, family, age, hierarchy, and harmony etc.

Taking a people-oriented approach: never expecting one-off legal agreements to bring about the planned outcome.

Relax and create a relaxed environment. Relax will make the negotiation easier.

If your Chinese is not good enough, don’t count on it. Find a good interpreter (not just can interpret the voice, but the meaning, not

the words but the substance) -- need an expert with both language and professional skills and cross culture understanding and business savvy.

If you are not sure about the real meaning, confirm by asking questions. Invite the Chinese to negotiate abroad (use “home advantage”)


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Psychology of Negotiation: Negotiation Styles

Negotiation styles: U.S.A.

There is a variety of negotiating style in the U.S., from collegial to highly adversarial. Try to address and eliminate an overly aggressive approach at the very beginning of the negotiation process by letting the decision-makers know that such style is offensive and not acceptable to you.

U.S. legal documents tend to be very detailed and structured. Get legal advice if you are not familiar with some legal terms or provisions.

Make sure that all terms in the agreement correctly reflect what has been negotiated in a meeting.

Americans tend to be more informal – adopt such style if you are comfortable with it, especially when negotiating in the U.S.

If your English is not that good, don’t count on it and get a good interpreter/translator who has experience with Life Sciences-specific terms.

If you are not sure about the meaning of anything that is being said, don’t hesitate to ask for clarification.

Invite the U.S. team to negotiate on your “home turf” and use it to your advantage.


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Preparation for a Negotiation Meeting

Know how to justify and explain reasons for your positions

Know and understand your documents 100% Prepare a meeting agenda Develop and discuss negotiation strategy with your

team Make sure that your lawyer understands your

business concerns Don’t negotiate against yourself


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Term Sheet

The main purpose of the term sheet is to document the parties understandings about a proposed deal, especially with respect to key terms.

Alternative documents: Letter of Intent (LOI), Memorandum of Agreement (MOU), or Heads of Agreement.

Advantages: Written understanding of key terms May include some binding commitments

Disadvantages: Time and resources expended in negotiation “Two bites at the apple” – either side can try to renegotiate agreed terms at the

agreement stage Recommendation:

• Generally a good idea.• For a straightforward deal, get down the key business terms, but don’t over-

negotiate• For a complex deal, more important, take some time


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Term sheet (cont’d)

Binding or Non-binding?

– “Binding” – means the parties have committed to the terms; this is a contract in and of itself, and obligations exist.

– “Non-binding” means the document sets out the terms expected to be in the final agreement, but no obligations exist until the final agreement is signed.

Recommendation:

- Generally avoid binding term sheets. They are basically contracts without the detail and legal protections normally present in a

contract.

- However, it is possible to have binding terms in a generally non-binding term sheet, and there may be some advantages to that.


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Term sheet (cont’d)

Typical important terms in a term sheet:– Key financial terms – upfront payments, milestones, royalties, equity component,

expenses. These should be spelled out clearly and reasonably completely.– Scope of license rights included – What is covered? Exclusive? Territory or Field

Restrictions– General allocation of responsibilities.– Any major contingencies or conditions precedent – obtaining third party license,

obtaining funding, etc.– “Unusual” conditions – deal terms that are outside the norm

Optional “binding” terms:– Confidentiality – especially important if you don’t have an adequate confidentiality

agreement in place.– Exclusive period of time to negotiate.– Deadlines to execute final agreement.– “Break up” fees.

Don’t overnegotiate the term sheet– Get the key terms discussed above down, but leave the remainder for the agreement

itself.


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Agreement: Basic Structure

Definitions Collaboration Scope and Governance Development of Products Supply of Bulk Compound or Products License Grants and Grants to Intellectual Property

- Research and Development Licenses

- Commercialization Licenses

- Diligence Obligations


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Agreement: Basic Structure (cont’d)

Fees and Payments Future Generation Products Ownership; Intellectual Property Confidentiality Representations and Warranties Indemnification Term and Termination of Agreement Governing Law; Dispute Resolution General Provisions Exhibits


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Agreement: Select Provisions

Definitions

- Importance of Definitions: Whether or not you are able to define the key terms is often

a sign of whether the deal has been sufficiently well understood and defined.

- Think carefully about the more important definitions, such as: Exclusivity Field Restrictions Net Sales Licensed Product

- “Nesting” or “hierarchical” definitions vs. circular definitions.


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Agreement: Select Provisions (cont’d)

Examples of key definitions:

“Net Sales” means the amount billed by a Party or an Affiliate for sales of Products to an unrelated Third Party less: (i) discounts, including cash discounts (including quantity discounts), charge-back payments and rebates granted to managed health care organizations or to federal, state and local governments, their agencies, and purchasers and reimbursers or to trade customers, including but not limited to, wholesalers and chain and pharmacy buying groups (with any such discounts or reductions which are based on sales to the customer of multiple products being allocated to Product on the basis of a methodology approved by JSC), (ii) credits or allowances actually granted upon claims of damaged goods, rejections or returns of Products, including recalls, (iii) freight, postage, shipping and insurance charges actually allowed or paid for delivery of Product, to the extent billed, (iv) commissions paid to Third Parties, and taxes, duties or other governmental charges levied on, absorbed or otherwise imposed on sale of Products, including without limitation value-added taxes, or other governmental charges otherwise measured by the billing amount, when included in billing, as adjusted for rebates and refunds.


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Examples of key definitions (cont’d):

“Fully Burdened Cost” shall mean the aggregate cost to Biotech and its Affiliates of conducting clinical trials of Product, which shall include without limitation the following: amounts paid to clinical research organizations, clinical investigators, Third Party clinical research associates for services related to such clinical trials, together with related travel expenses; incidental costs (including but not limited to the cost of providing drug labeling, measuring serum drug levels and detecting angiogenesis markers, and the cost of other materials required under the clinical trial protocols); and other direct costs of materials (including those related to manufacturing Products and performing analytical and stability studies) and labor.


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Examples of key definitions (cont’d):“Collaboration Know-How” shall mean any and all tangible or intangible know-how, trade secrets, inventions (whether or not patentable), data, preclinical and clinical results, physical, chemical or biological material, and other information that is both (a) useful in the Field and/or that relates to Products or Candidate Compounds, and (b) in any way derived from or developed pursuant to activities undertaken by either party in the conduct of the Collaboration.“Collaboration Patents” shall mean all foreign and domestic patents (including extensions, reissues, re-examinations and inventors certificates relating thereto) that issue from patent applications (including substitutions, provisionals, divisionals, continuations and continuations-in-part of such applications) that claim inventions in the Collaboration Know-How and that are filed by or on behalf of one or both of the parties hereto.“Collaboration Technology” shall mean the Collaboration Patents and the Collaboration Know-How.


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Examples of key definitions (cont’d):

“Biotech Patents” shall mean, to the extent useful in the Field, all foreign and domestic: (a) patents issued and existing as of the Effective Date; and (b) patents issuing from patent applications that are pending as of the Effective Date (including substitutions, provisionals, divisionals, continuations and continuations-in-part of such applications); and (c) extensions, reissues, re-examinations and inventors certificates relating to the foregoing patents, which, in each case, Biotech owns or controls or to which Biotech has a license (with the right to sublicense or subcontract). Biotech Patents existing as of the Effective Date include the patents and applications listed in Exhibit B attached hereto.


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Fees and Payments - Initial Research Payment- Research and Development Funding - Milestone Payments to Biotech- Royalty - Reports - Currency- Records and Audit - Withholding of Taxes


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Diligence Common to have diligence obligations; the key is to make

them make sense– Goal is to ensure that the project progresses reasonably and each party

makes reasonable efforts to move it forward.– Make sure the events are within your control. Ex: make the milestone

“Filing a NDA” as opposed to “Receive FDA approval”.– Detail may have to vary based on stage of development; if very early stage

drug candidate, hard to forecast specific commercialization dates.– If the deal is less collaboration and more a license, consider “payments in

lieu” and similar options.– Diligence obligations are particularly important if the other party has

competitive products in its pipeline; you don’t want them to de-emphasize development of your product in favor of their own.


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Diligence (cont’d) Remedies for failing to meet diligence

obligations– Remedies can take a number of forms, but need not be

punitive.– Consider loss of license, loss of exclusivity, or “make up”

financial arrangements.– Ultimate remedy is reversion of rights and termination;

consider provisions to include transfer of materials, IP and regulatory filings.


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Infringement

- Infringement of Patents by Third PartiesNoticeCooperation Enforcement Action

- Infringement of Third Party Patent Rights

Joint Strategy Defense


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Termination- Term (some possible alternatives):

- [XX] anniversary of the first commercial launch of a Product; or

- [XX] anniversary of the Effective Date; or- expiration of last to expire Biotech Patent covering the manufacture, use or sale

of Product


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Termination (cont’d)

- Termination for breach

May include termination for failure to meet diligence criteria

- Effect of termination

- Accrued Rights; Surviving Obligations


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Dispute Resolution in China

Most foreign companies still favor arbitration:– Litigation can be expensive and slow– Concerns of local courts’ bias – No finality – appeals – Enforceability – New York Convention– Confidentiality


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Dispute Resolution in China (cont’d)

Popular venues for arbitration:– Hong Kong International Arbitration Center

Proximity to China Good facilities; Chinese language backup Reliable supporting legal system

– Singapore International Arbitration Center Facilities and legal system also excellent Greater distance from China

– China International Economic and Trade Arbitration Commission Rules increasingly resemble rules of international arbitration institutions Questions remain about impartiality, fairness and competence of tribunals

Strategic Investment Considerations


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Evaluating Investment Capital Opportunities

Strategic investment capital provided by a major pharmaceutical company partner can be extremely valuable and attractive to a biotech start-up, but comes with risks and presents traps for the unwary.

When presented with the opportunity to take a strategic investment, biotech start-ups need to evaluate not only financial considerations, but also issues relating to:

• Governance Matters; and

• Exit Participation and Information Rights.


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Governance Matters

Board Seats

Board Observers

Approval/Veto Rights


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Governance Matters (cont’d)

Board Seats:• Some strategics want and will take board seats – others will not or cannot.• Having a director designated by a strategic investor on your board can give

rise to conflicts, concerns about misappropriation of corporate opportunities, information leakage, etc. – even if the director ostensibly is required to act as a fiduciary.

• Generally, it is advisable not to have strategics represented on your board of directors if you can avoid it.

• If you do have strategics represented on your board, consider steps (preferably implemented in advance of or upon their investment – not as a surprise later) to mitigate the risk of conflicts.

• One option is to address certain matters at the committee level and ensure that the strategic designees is not on the applicable committee(s).

• Another option is to adopt conflicts of interest and related policies at the board level to require board members to recuse themselves from certain meeting discussions or topics.


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Board Observers:• Similarly, most strategic investors want board observer rights. Observers

are entitled to attend board (and often board committee) meetings, but have no voting rights.

• Having an observer designated by a strategic investor gives rise to many of the same conflicts and other issues and concerns implicated by strategic designated directors.

• You should negotiate and obtain separate agreements and covenants restricting strategic-designated observers from access to highly sensitive information and data, discussions and information that might be legally privileged, or other information and materials that the company otherwise views as inappropriate for the observer to receive or be privy to – including information about the company’s relationship with the strategic investor designating the observer, projects that might involve collaboration with entities that the strategic competes with, etc.


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Stockholder Approval/Veto Rights:• VCs (including strategic investors/VCs) frequently get veto/approval rights

– including over future financings, a sale/merger of the company, incurrence of indebtedness, and so on.

• You really don’t want a strategic to control veto rights – even if they are well-intentioned, this can have catastrophic results and provide the strategic with significant leverage in future negotiations.

• This generally can be addressed by ensuring that strategics own less than a majority (or less than the a veto percentage) of any securities with approval/veto rights.

• If you can’t entirely avoid a strategic getting veto rights over certain events, negotiate provisions to blunt their impact, for example:

No veto over a sale/merger generating a 3x or greater return No veto over a financing at 1.5x or greater valuation; No veto over debt financings from institutional lenders or not secured

by certain IP rights in which the strategic has an interest.


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Exit Participation Rights

Many strategic investors will request rights to participate as a

potential acquiror in a sale/merger or other exit event

involving the company. These rights take many flavors:

Right of First Refusal Right of First Offer Right of Negotiation Right of Notification

Ideally, you won’t have to give an investor any of these exit

participation rights – but that’s easier said than done.


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Exit Participation Rights (cont’d)

Right of First Refusal (ROFR)• Most problematic as it permits the ROFR holder to swoop in and take over a negotiated deal.• ROFRs can discourage other bidders/participants, making a target unattractive and minimizing the

potential to create an auction atmosphere.

Right of First Offer (ROFO)• A ROFO basically is a strategic investor’s opportunity to make a compelling offer and preempt a

competitive process.

Right of First Negotiation (ROFN)• If a bid comes in from another party, the strategic gets a seat at the table, with the chance to

negotiate with the target in parallel. Strategic often entitled to know principal terms of other bid(s).• This can have a chilling effect and a ROFN can really stretch management of the target, which

effectively is put in the position of negotiating two deals (or more) at one.

Right of Notification (RON)• Least onerous participation right – target just needs to notify strategic that it has an offer and is not

affirmatively required to negotiate with them. May or may not require disclosure of key terms.• Strategic can decide if it wants to jump in with a proposal or not.


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Information Rights

All/most investors generally get basic information rights, such as:• Monthly, quarterly and/or annual financial statements; and• Budgets/forecasts.

Biotechs may not want strategics to get certain of these rights or certain additional rights, including:

• Inspection rights, which could be a back-door means to obtain additional information; or

• Strategic planning information; or • So-called “management rights.”

These additional rights could represent back-door opportunities for strategics to gain competitive or sensitive information, get visibility on performance metrics that might cause them to back off other commitments, etc.


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Information Rights (cont’d)

Strategies for protecting information:

• Limit scope of information rights to the greatest extent possible.

• Require that information be disclosed only to investment team/members or within a particular business unit or segment.

• Require non-use obligations (difficult to obtain).


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Evaluating Investment Capital Opportunities: Take-aways

Proactively negotiate and address governance issues upfront. Properly managed, you can avoid many issues and misunderstandings later.

Expect to have to give up some exit participation and information rights, but be prepared to push back on these to obtain the best deal (that is, least onerous restrictions and fewest/most limited information right obligations).

Acquisition of Equity in Chinese Companies


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Things to Consider When Acquiring Equity in a Chinese Company

Check the foreign investment guidelines. If it is OK to invest, decide whether to acquire full or partial

equity.

Acquisition of partial equity as a foreign direct investor:(1) through reorganization, take 50%+, to gain control;(2) through capital increase (if no increase on the

Chinese side, foreign share increases);(3) if a public Chinese company, through holding more

B or H shares of the company.


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Things to Consider When Acquiring Equity in a Chinese Company (cont’d)

Acquisition of partial equity as an established Chinese entity (FIE):

(1) through agreement between shareholders;(2) through transfer of shares to an affiliate or third

party;(3) through adjusting investment proportion among

shareholders (to increase shares):(4) through a pledge, where the pledgee of the

beneficiary acquires equity. If the equity held by foreign shareholders equals to or is more

than 25% - will still be treated as FIE. Be aware of restricted and prohibited activities (e.g., processing

of herb medicine, manufacture based on secret prescription).

Execution and Implementation


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Execution: the Final Hours

Be prepared for set-backs The deal is not final until the ink is dry on the

execution page Don’t just cave in to last-minute ambush

tactics – know your alternatives Don’t show desperation or anger when

presented with unexpected demands – use your leverage and drafting skills


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Post-Execution Issues

Handling requests from your partner that are not covered or anticipated by the collaboration agreement

Preserving the knowledge of the deal details Amendments to the collaboration agreement


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IP-related Issues in China

Major Forms of IP Protection Are Available – Patents, trademarks, copyrights, trade secrets, domain

names, plant variety rights, integrated circuit layout design Fast-changing landscape of IP Protection

– Stronger government resolve for a better IP system– IP laws are being revised and updated

2008 National Intellectual Property Strategy 3rd amendment to the Patent Law to become effective on

October 1, 2009 Increasing number of judicial interpretations of IP laws

– Both IP filings and IP litigation cases are on the rise


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IP-related Issues in China (cont’d)

Strategies for IP Protection in China– Internal controls– Government relationship– Litigation as the last resort

SPEAKER BIOS

Ellen Leznik, JD, is a Founding Partner of VLP and the Chair of the firm’s Life Sciences Group. Ellen's practice focuses primarily on representing Life Sciences companies in intellectual property licensing and commercial transactions. Ellen has extensive experience counseling clients in a variety of industries, including biotechnology, pharmaceutical, solar energy, semiconductor, software and consumer products. She advises both private and public companies on issues related to domestic and international transactions, including research, licensing, manufacturing, collaborations, distribution and clinical trials matters. Ellen’s particular expertise is in the clinical trials area. She counsels her clients on a variety of clinical trials matters for trials conducted both in the U.S. and internationally.

Prior to joining VLP, Ellen spent eight years in private practice providing legal services to Life Sciences and other technology companies, with special emphasis on international licensing transactions, collaborations, manufacturing and clinical trials. Prior to starting her private practice, Ellen served as In-House Counsel and Assistant Secretary at SUGEN, Inc., a public biotech company with its core technology in the oncology area. While at SUGEN, Ellen was responsible for the company's all legal matters (other than patents), including licensing and corporate partnering transactions, securities, clinical trials matters, employment issues, real estate and litigation matters.

Ellen served as a Board member of the Association of Corporate Counsel San Francisco Bay Area Chapter, where she also chaired the Life Sciences and Membership Committees. Ellen graduated from Stanford Law School in 1995. She received her B.B.A. in Management Information Systems (magna cum laude) and M.B.A. degrees from the University of Houston. Ellen is a member of the State Bar of California.

Ellen can be reached at [email protected] or 650.321.1393.

June 23, 2009 Virtual Law Partners LLP Broad & Bright

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SPEAKER BIOS

John Rigsbee, PhD, JD, is a Partner at VLP. John's practice focuses on representing life sciences and technology companies in commercial transactions, intellectual property counseling, licensing, and general business and corporate matters. He has over 12 years experience counseling clients in a variety of industries, including biotechnology, pharmaceuticals, medical devices, semiconductor, networking, telecommunications, software and the Internet.

Prior to joining VLP, John was General Counsel for Entelos, Inc., a world leader in building computer models of diseases and conducting predictive bio-simulation for the life sciences industry. At Entelos, John was responsible for all the Company’s legal affairs, including general corporate matters, commercial transactions, mergers and acquisitions, and intellectual property matters. John negotiated and closed deals with many of the world's premier pharmaceutical companies, including companies such as Pfizer, Novartis, Johnson & Johnson and Unilever. John also managed a patent portfolio consisting of 35 issued patents and over 120 pending applications worldwide. Before joining Entelos, John was corporate counsel at Jazz Pharmaceuticals, Inc, and corporate counsel at Tularik Inc. until its acquisition by Amgen, Inc

John began his legal career as an attorney with Townsend and Townsend and Crew, where he focused on commercial and patent litigation. John subsequently joined Venture Law Group, where he advised life science and technology companies on commercial transactions, intellectual property matters, licensing, and other general business and corporate matters. John earned a J.D. from University of Southern California, a Ph.D. in Chemistry from University of California, Berkeley, and a B.A. in Chemistry from Carleton College. John is licensed in California and registered to practice before the U.S. P.T.O..

John can be reached at [email protected] or 415.963.4148.


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SPEAKER BIOS

Geoff Willard, JD, is a Partner of VLP and chairs the firm’s Corporate, Securities, and Mergers and Acquisitions Group. Geoff is based in Reston, Virginia, where he represents emerging growth companies, their investors, and managers in a wide-range of corporate and commercial transactional matters. Geoff's practice focuses on mergers and acquisitions, equity and debt financings (including venture capital, strategic, seed, and angel financings), joint ventures and strategic alliances, and other corporate matters. He also advises clients on the formation and structuring of new business entities, licensing and commercial contracting matters, general employment and equity compensation matters, and corporate governance issues. His clients include both established and early-stage companies in the telecommunications, software, Internet, new media, retail, government services, healthcare, life sciences, cleantech/alternative energy, and manufacturing fields, among others. Geoff also represents venture capital, corporate, and strategic investors, as well as founders, managers and boards of start-ups, and principals of venture capital funds. Many of his clients are active in international markets and Geoff has advised on a variety of transactions involving parties or assets based or operating in China (including Hong Kong and Taiwan), Japan, India, Singapore, Australia, New Zealand, Mexico, Canada, the UK, Spain, Germany, France, and the Czech Republic, among other countries.

Prior to joining VLP, Geoff was a partner with DLA Piper, a major global law firm, and an associate with Cooley Godward, one of the country's premier technology and venture capital law firms, where he engaged in a similar practice. Geoff began his legal career with the international law firm Jones Day, where his practice focused on domestic and international mergers and acquisitions, public company financings, and joint ventures and strategic alliances. During law school, Geoff spent a summer as a law clerk in the Hong Kong office of Heller Ehrman.

In July 2008, Geoff was named a Mergers and Acquisitions "Rising Star" by Virginia Super Lawyers. He has been active in a variety of organizations serving the technology community, including the Mid-Atlantic Venture Association and the Northern Virginia Technology Council, and has published articles on a variety of topics.

Geoff received his J.D., summa cum laude, from American University, where he was a member of the Law Review, and his B.A., cum laude, from New York University, majoring in East Asian Studies and International Politics. Geoff reads, writes, and speaks Mandarin Chinese at a basic/elementary level. He is a member of the Virginia and District of Columbia Bars.

Geoff can be reached at [email protected] or 703.722.0620.


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SPEAKER BIOS

Tao Xiong, JD, is a Partner at the Shanghai office of Broad & Bright. Tao’s practice focuses primarily on representing multinational companies in cross-border mergers and acquisitions, joint ventures, private equity and venture capital investment and general corporate matters. Tao has extensive experience counseling clients in a variety of industries, including biotechnology, pharmaceutical, information technology and consumer products.

Prior to joining Broad & Bright, Tao was an associate at O’Melveny & Myers LLP and K&L Gates LLP, both major international law firms, where her practice focused on mergers and acquisitions, private equity, securities and general corporate counseling. Tao began her legal career in 1998 as a Lecturer in Law with Renmin University of China School of Law, a top law school in China, where she taught courses on international business law.

Tao received her J.D. and L.L.M. from New York University School of Law. She also received L.L.M. and L.L.B. degrees from Renmin University of China School of Law. Tao is admitted to the National Bar of China, the State Bar of New York and the State Bar of Pennsylvania.


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SPEAKER BIOS

Changchun Yuan, JD is a partner at the Beijing Office of Broad & Bright. His major practice areas are foreign investment, M&A, general corporate, healthcare and insurance. He has over 14 years experience in advising multinational clients in various industries including a number of multinational pharmaceutical and medical device companies. He advised them on corporate governance, business negotiation, license and distribution, regulatory compliance and government affairs.

Before joining Broad & Bright, Changchun was a legal consultant at Coopers & Lybrand. He then became a senior associate at an international law firm and a partner at a leading Chinese law firm in Beijing. Changchun also served as in-house counsel for the Asia Pacific Region of a multinational insurance company.

Changchun began his legal career in 1985 as an assistant professor in the Chinese Academy of Social Sciences in Beijing. He holds his L.L.M. from the Chinese Academy of Social Sciences and his J.S.D. from Stanford Law School. Changchun is admitted to the National Bar of China and the State Bar of New York.


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The Anatomy Of The Deal Presentation ChinaBio June 2009

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