Global Financial Crisis -Practical Implications for
addressing legal issues
Sara Jensen
Deputy General Counsel, Promega Corporation
March 2009, Madison, Wisconsin
©2008, Promega Corporation. All rights reserved.
©2007, Promega Corporation. All rights reserved.
Promega
• Private
biotechnology
company
• Biological reagents
used for life science
research and
human identity
testing
• Over 2,000 tangible
products
• Key assets include
intangible intellectual
property
2
Promega Worldwide Headquarters
Madison, Wisconsin
Background
• 920 employees worldwide
• ISO 13485 certified
• Manufacturing in U.S.,
Korea and Shanghai
• 14 international subsidiaries
3
Sales by Region of the World
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Implications of reduced cash
flow
What does it mean for an in house Legal
Department?
©2008, Promega Corporation. All rights reserved.
©2007, Promega Corporation. All rights reserved.
Cash is tight…So what?
• Vendors/Suppliers and customers might fail
• Your business might fail
• Mergers and Acquisitions will decrease
• Export compliance issues may increase in importance
• Cost cutting pressures
• Your Code of Conduct matters
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Vendors and customers may fail…
• Litigation is costly
• Look for practical solutions
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Require or hold safety stock for key supplies
Require key suppliers to transfer manufacturing rights in event of
failure. Consider escrow of manufacturing know how
Obtain letters of credit or advancement payment from customers
Secure your interests
• Put arbitration language in international contracts
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You may fail
• Plan for exit strategies
• Link price increases to a reasonable index
• Force Majeure clauses matter
• Limit your damages
• Look for indemnities
• Insure
• Weigh risk

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Is it better to ask for forgiveness or permission?
M&A will decrease
• Look for alternatives to acquisitions
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Joint Ventures
Collaborations
Licenses
Milestone Payments
• Escrow for unknown liabilities
• Consider assignment clauses in all key contracts
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What if your partner is sold to your competitor?
Export compliance may matter more
• Looking for new markets
• Cuba?
• Understand new markets

What your Distributor Agreement says and what local law requires
may be totally different
• If U.S. exports decrease, Bureau of Industry and Security
may have more time to audit you
• Know the rules, have a policy, enforce the policy

Recommended free training at:
www.bis.doc.gov/seminarsandtraining/index.htm
• Beware of the International Trafficking in Arms Regulations
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Cost cutting pressures
• Reductions in force – understand local laws
• Reduce Outside Counsel Expenses – more pressure to
settle, more opportunity to settle
• Beware of bad judgment
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Desperate times lead to desperate measures…
Code of Conduct…Need it now more than ever
• FCPA compliance
• Antitrust compliance
• FAR compliance
• Federal Sentencing Guidelines
• Look for best practices…
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Promote it
Train employees globally
Provide multiple channels for reporting concerns (including
anonymous hotlines)
Have defined investigation processes
Audit compliance
Questions
Welcome
©2008, Promega Corporation. All rights reserved.
©2007, Promega Corporation. All rights reserved.