Surviving and Thriving in Due Diligence – Major Transactions from the Perspective of Small Pharma

Innovation in drug discovery often starts in universities or with small enterprises. While the initial research and discovery are well within the purview of many university labs and small companies, advanced clinical development and commercialization are often well beyond the means of such entities. In order to bring drugs to market, smaller companies have to make enormous investments to build infrastructure (i.e. through public offerings), license their valuable pharmaceutical assets or simply sell the company to more established players who have the bandwidth for successful commercialization. All three of these scenarios may occur in the lifecycle of a successful company.

The process by which an initial public offering (IPO), license, or sale (i.e. acquisition) takes place is through what is termed “due diligence.” Due diligence is a general term and the definition from Investopedia is apt – “Due diligence refers to the research done before entering into an agreement or a financial transaction with another party.” Such research includes financial analysis, clinical efficacy, human resource investigations and intellectual property. With pharmaceutical assets, the patent estate often comprises the bulk of the intellectual property value and, therefore, is typically a key focus in due diligence.

Patents provide exclusionary rights without which there is often insufficient barrier to competition to warrant investment. As a result, sophisticated investors and acquirers devote substantial resources to perform due diligence on patent assets they are considering for deal-making. This webinar will take the attendees through the due diligence process through the eyes of a small company interested in making a transaction with its intellectual property. The featured speaker will discuss the different classes of patents one finds in pharmaceuticals along with the typical value drivers for each class of patent. Basic due diligence concepts around inventorship, chain of title and scope of filing will be addressed. In addition, the speaker will also dig a bit deeper into the patent concepts of validity, infringement and design-arounds that often are the focus of due diligence inquiries. 

Speaker

Eyal Barash, JD, Attorney at Law, Barash Law, LLC

Eyal Barash has been a practicing patent attorney for over 20 years. He obtained a JD degree from Northwestern University in 1997 and a Master’s degree in Chemistry from the University of California, Berkeley in 1994. He also earned a Bachelor of Science degree in Chemistry and a Bachelor of Arts degree in History from Indiana University, both in 1991. Mr. Barash practiced in Washington, DC at a large patent boutique until 2005 when he returned to Indiana and made his home in West Lafayette. His portfolio of clients includes startups and more mature companies, many of them in the life sciences. He acts as a “roving” in-house counsel to many such companies and has been involved in numerous patent due diligences on both the buy and sell side.

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