APEC Bio-Medical Technology Commercialization Training Center (TCTC) Regional Program on Licensing and Basic Startup 21-22 September 2016 BITEC Bangkok, Thailand PROGRAM OUTLINE Day 1 - Licensing 21 September 2016 (Wednesday) 09:00 – 09:20 09:20 – 09:30 Registration Greetings & Welcoming Course Introduction 09:30 – 10:30 <SESSION #1> Licensing Infrastructure—Policies and Procedures Marc Sedam—UNHInnovation (University of New Hampshire, USA) 10:30 – 10:50 Coffee & Tea Break 10:50 – 11:50 <SESSION #2> Licensing Basics, Part 1 Jim Henderson—UNSW Innovations (University of New South Wales, Australia) 11:50 – 13:20 13:20 – 14:20 Lunch <SESSION #3> Licensing Basics, Part 2 Jim Henderson—UNSW 14:20 – 14:40 14:40 – 15:40 Coffee & Tea Break < SESSION #4> Preparing for a License Negotiation Daniel Dardani—Massachusetts Institute of Technology 15:40 – 16:40 < SESSION #5> Negotiation Theory and Exercise Marc Sedam—UNH 17:00 – 19.00 Networking Night 1 APEC Bio-Medical Technology Commercialization Training Center (TCTC) Day 2 – Basic Startup 22 September 2016 (Thursday) 09:00 – 9:30 < SESSION #6> The Changing Environment for University Startups? Dan Dardani--MIT 09:30 – 10:15 < SESSION #7> Doing Your Own Due Diligence Jim Henderson—UNSW 10:15 – 10:20 Room Change—Join Life Sciences and BioInvestment Asia 2016 Keynote Address 10:20 – 10:50 < SESSION #8 > Disruptive Innovation and Startups Marc Sedam—UNH 10:50 – 11:10 Coffee and Tea Break 11:10 – 12:20 < SESSION #9 > Basic Startup Licensing Daniel Dardani—MIT 12:20 – 14:00 14:00 – 15:00 Lunch < SESSION #10> Startup Financing Jim Henderson—UNSW 15:00 – 15.20 Coffee and Tea Break 15:20 – 16:20 < SESSION #11> Startup Policies and Best Practices—Building Your Foundation for LongTerm Activities Marc Sedam, Jim Henderson, Daniel Dardani 2 APEC Bio-Medical Technology Commercialization Training Center (TCTC) SESSION DETAILS Note: Order and focus of topics in the final presentation may change Session 1: Licensing Infrastructure—Policies and Procedures This module will cover the basic principles of licensing and a quick overview of invention assessment, triage, and market assessment in preparation for the morning discussion. INSTRUCTOR: Marc Sedam, University of New Hampshire (USA) Session 2: Licensing Basics (Part 1) Learn the fundamentals of “what’s under the hood” in an intellectual property license agreement! In this session, you’ll find out what experienced university technology licensing professionals have considered the most challenging terms and conditions to negotiate. We'll identify the basic elements of a university technology license agreement and the foundation for inclusion of those terms and conditions. You'll gain an understanding of the relative importance of each term including which might be negotiable and non-negotiable and take away some basic strategies to mitigate concerns. Other topics include: Understand the basic terms of a license agreement Understand which terms are of critical importance and which are secondary Common across universities vs. specific to your setting Explore strategies to highlight license concerns in a positive and direct light and mitigate licensee and licensor concerns around key provisions of the agreement INSTRUCTOR: Jim Henderson, University of New South Wales (Australia) Session 3: Licensing Basics (Part 2) A continuation of the discussion in Part 1. INSTRUCTOR: Jim Henderson Session 4: Preparing for a License Negotiation A good license requires an understanding of the licensee’s business, but also requires some assumptions on the TTO’s part about the intended commercial path. This module will discuss common “sticking points” in license agreement, common alternate paths, and how to understand approaching the licensing discussion based on the company’s business and business model. INSTRUCTOR: Daniel Dardani, Massachusetts Institute of Technology (USA) Session 5: Negotiation Theory and Exercise Negotiating technology transfer deals can be stimulating and rewarding. If you’re ready to make your next deal an even bigger success, this session will provide you the skills to prepare for negotiations, identify needs and react to the forces at work during the process. Participants will then bring these new skills to the negotiation table in an interactive exercise. INSTRUCTOR: Marc Sedam 3 APEC Bio-Medical Technology Commercialization Training Center (TCTC) DAY TWO Session 6: The Changing Environment for University Startups Universities across the world are encouraging and launching startup companies at an everincreasing rate. AUTM data reports nearly 1,000 startups launched in FY2014 alone and this is just in the US! But are startups always the right way to commercialize technology and what role does regional economic development play in the push for more startups? This module will discuss the success of university startup companies across the past 15+ years put in the context of the APEC region and the change of focus on universities and non-profit research organizations to impact local economic development. INSTRUCTOR: Daniel Dardani Session 7: Doing Your Own Due Diligence Congratulations! Your startup has attracted the interest of third-party financing. Everything is on the right path and the next step is due diligence. This module will describe and discuss the principles of due diligence, what information is considered a requirement to understand the investability of the idea, and the most common red-flags that come out of this process. You will learn how your TTO can perform its own due diligence before the company seeks investors in order to prospectively address any questions and the difference between licensing due diligence and investor due diligence. INSTRUCTOR: Jim Henderson Session 8: Disruptive Innovation and Startups (joint presentation with Thailand Lab- Life Sciences & Bio Investment Asia 2016) One of the most exciting types of early stage discoveries to manage is that of “disruptive innovation”—an idea that challenges existing industries and ways of doing business. The potential of disruptive innovation by nature means that multiple commercialization paths and multiple outputs are possible. At the same time because these ideas are so disruptive they may be challenging to evaluate. This joint session, the keynote of the Thailand Lab – Life Sciences & Bio Investment Asia 2016 conference, will discuss why revolutionary products may not be disruptive, why feedback from existing companies may provide an inaccurate view of the idea’s future, and poses the challenging question—“How do you know if an early-stage technology is disruptive or just a bad idea?” SPEAKER: Marc Sedam, University of New Hampshire Session 9: Basic Startup Licensing Lost in the excitement of startup creation is the fact that there is a licensing transaction at the core of every startup opportunity. But startup licenses are not ordinary licenses—it’s hard to create a truly arms-length transaction with your own faculty or staff! This module will discuss the main pressure points in any license agreement, how to create an environment in which you can have a principled negotiation with a faculty-led organization, option-vs-license-vs-term sheet, and methods of handling the negotiation of equity. INSTRUCTOR: Daniel Dardani 4 APEC Bio-Medical Technology Commercialization Training Center (TCTC) Session 10: Startup Financing Creating a scaleable startup opportunity with a chance at success means understanding early stage financing. This module will go over the basics of venture capital and seed stage financing: how they work, what the incentives are and where they influence fundraising, capitalization tables, and the principles of dilution, multi-round financing, and differences in terms. Also discussed will be practical “how to’s” and “don’t do’s” of early-stage firm formation and how to create a company at the beginning that can handle all the necessary rounds of financing to reach the market. INSTRUCTOR: Jim Henderson Session 11: Startup Policies and Best Practices—Building Your Foundation Getting a startup off the ground can be hard and made harder by the presence (or absence) of policies intended to promote or manage startup creation. This module will cover the major policies recommended to assist in the creation of startups and a discussion on what behaviors these policies are intended to promote. This foundational discussion is required to manage the thorny issues around startup creation from an institutional level and provide guidance and will end with a panel discussion on Conflict of Interest and Conflict of Commitment. PANELISTS: Marc Sedam, Jim Henderson, Daniel Dardani 5 APEC Bio-Medical Technology Commercialization Training Center (TCTC) SPEAKERS’ OUTLINE Marc Sedam Associate Vice Provost for Innovation and New Ventures University of New Hampshire, USA Marc Sedam has an extensive background in intellectual asset management, licensing, and start-up formation. Mr. Sedam is the Associate Vice Provost for Innovation and New Ventures at the University of New Hampshire and Managing Director of UNH Innovation, UNH’s technology transfer and commercialization organization. He is the founding Director of the Peter T. Paul Center for Entrepreneurship at UNH and also the Executive Director of the New Hampshire Innovation Research Center, New Hampshire’s only translational research funding program. Prior to UNH Marc was the Chief Operating Officer of Qualyst, a UNC-Chapel Hill spinout became recognized as the global leader in the study of drug transport and counted many Top 20 drug discovery companies as clients. Marc was also the Associate Director—Life Sciences for The University of North Carolina at Chapel Hill’s technology transfer office where he helped UNC become the #2 university in startup formation in 2001. Mr. Sedam began his career as a research chemist at National Starch and Chemical Company. Marc has a BS in Biochemistry from The University of New Hampshire, and an MBA with a focus on entrepreneurship and new ventures from the Kenan-Flagler Business School (UNC-Chapel Hill). 6 APEC Bio-Medical Technology Commercialization Training Center (TCTC) Jim Henderson, PhD, RTTP Chief Operating Officer UNSW Innovations, University of New South Wales Australia As Chief Operating Officer of UNSW Innovations, Jim leads the Commercialization, IP Management, Finance, and Strategic IT groups that support and deliver the core mission of driving UNSW research outputs into use to benefit the economy and society. Jim was appointed COO of UNSW Innovations in August 2011, previously holding the position of General Manager since October 2007. During his tenure he has himself led, or mentored staff to market, structure and negotiate commercial deals for inventions and technologies across both life and physical sciences. Prior positions included commercialization roles with the University of California, San Francisco (a worldwide top 10 university) and the University of Utah. Jim is a Director of Bionic Vision Technologies Pty Ltd and Cystemix Pty Ltd, and Director and ViceChairman of Zhejiang Hangdian Graphene Tech Co., all early stage spin-out companies formed to develop UNSW technologies for commercialization. Jim is currently Chair of the Association of University Technology Managers Online Professional Development Committee that delivers 20+ live webinars to members per annum. Jim was a member of the Uniseed Biotechnology Investment Committee from 2007 – 2015. Uniseed is a pre-seed and seed stage venture capital firm supported by CSIRO and the Universities of Queensland, Sydney, Melbourne and UNSW Australia. Jim holds a PhD in Molecular Biology from the University of Utah; is a Registered Technology Transfer Professional; a member of the Association of University Technology Managers; and a graduate of the Australian Institute of Company Directors 7 APEC Bio-Medical Technology Commercialization Training Center (TCTC) Daniel Dardani Technology Licensing Officer MIT Technology Licensing Office, Massachusetts Institute of Technology, USA Daniel Dardani, Technology Licensing Officer, is a patent and licensing professional at the MIT Technology Licensing Office – the country’s premier technology transfer office. With over 13 years of experience licensing a large and sophisticated portfolio of computer and software related technologies, Daniel has helped university inventors and outside entrepreneurs utilize and effectively develop university technologies into commercialization opportunities for many business ventures from startup companies to global corporations. Daniel is a Certified Licensing Professional, and also co-teaches a survey course on intellectual property matters at the Harvard Summer School. Before joining MIT, Daniel worked as a senior test engineer for a multinational telecommunications services company. Daniel has a BA in physics and a BA in political science both from the University of Rochester, and is finishing a master’s degree in the history of science at Harvard University. 8