Legal & Tax Considerations for Life Sciences Companies Licensing Technology

Registration and Networking: 8:15 to 8:30 – Arrive early for a continental breakfast and an opportunity to meet your peers.

Program

Licensing Agreements – (Robinson & Cole LLP)

• Economics of the Deal – Getting the right return on your IP & Technology
• How to be Nimble – Negotiating for Flexibility (or Restrictions) in your licenses
• Anticipating a Divorce – Provisions to control for success as well as failure including bankruptcy, dispute resolution, and failure to commercialize.
• Risk Management – The most important provisions for controlling risk and containing liability.
• Hot (and sometimes hidden) Issues – What to do about residual know-how, use of data, research samples, and improvements on IP & Technology.

Tax and Accounting Considerations-(CohnReznick LLP)

• Revenue Recognition Considerations-Nature of the Income

1. 1. Ordinary Income or Capital Gain-Treatment of Upfront fees, Milestone Payments, Royalties and Deferred Income
   2. C Corporations and S Corporations-Tax treatment under each type

• New Revenue Standard, including its applicability to collaborative arrangements and the sale of IP

Case Study – Arvinas Inc.

Hear from Arvinas, Inc., (Nasdaq ARVN), a New Haven Bio-pharma whose protein degraders target cancer and a wide range of other diseases. Its Chief Financial Officer, Sean Cassidy, will discuss its partnerships with two well-known pharmaceuticals/biotechs and its negotiations for multi-year strategic license agreements and research collaborations.

Presenters

Jacqueline Pennino Scheib is a Partner with the law firm of Robinson & Cole LLP where she chairs the firm’s Intellectual Property and Technology Law Group. With over 20 years in practice, Jackie’s principal areas of concentration include:

• Counseling on and negotiation of intellectual property and technology licensing and development, including in the context of medical devices, healthcare, implementation of electronic medical record systems and health information exchange platforms.
• Advising on and structuring mechanisms for the creation, exploitation, transfer and protection of intellectual property and technology worldwide.
• Counseling on all aspects of clinical trials and scientific/medical research, including strategic alliances for development and exploitation of new technologies and intellectual property, revision and negotiation of clinical trial agreements, research protocols, material transfer agreements, facilities agreements, and grant agreements and advice regarding compliance requirements associated with research activities.

Jackie holds a J.D. from the University of Connecticut Law School and a B.A. in Experimental Psychology from Franklin & Marshall College. Ms. Scheib has been listed in The Best Lawyers in America® in the area of Trademark Law since 2012 and in the area of Copyright Law since 2015. Ms. Scheib is a former clerk for the Connecticut Supreme Court.

Alex Morgan, CPA, is a partner in CohnReznick’s Tax Practice with more than 20 years of experience serving both publicly traded and privately held companies ranging in size from pre-revenue, start-up businesses to global companies with over $2.0 billion in revenues. Alex’s areas of focus include tax planning and consulting, federal and state tax compliance, and ASC 740 (accounting for income taxes). His expertise extends to specialty areas related to organizational restructuring, business acquisitions and dispositions, due diligence, tax credits and incentives, IRS examination assistance, and international operations.

Alex has extensive knowledge in financial statement accounting and a comprehensive understanding of federal, state, and international tax laws. Alex’s career spans 10 years with Big Four firms and more recently with a Connecticut-based regional firm where he was Partner, Tax Services.

Guergana Rangatcheva is a senior audit manager at CohnReznick. She is a key member of the firm’s Technology and Life Sciences Industry Practice in its New England offices. She has served a variety of clients ranging from public companies to privately owned and PE-backed companies in the technology, life sciences, manufacturing and health care industries. Guergana has extensive experience assisting clients with SEC filings and leading and managing audit engagements.

Guergana also provides clients with expertise in complex reporting and accounting matters such as SEC registrations, business combinations, debt and equity financing and stock-based compensation as well as with the adoption of new accounting standards.

Sponsors

CohnReznick and Robinson & Cole