Trans. SIM: Pharma/Biotech

Practice Areas: Healthcare law, Intellectual Property and Strategy Transactions This course is one of the semester-long transaction simulations offered as part of the Transactional Law Program. Collaborative activity is essential to the biopharmaceutical industry due to the high costs and risks associated with drug development. In this course, students will learn how to read, draft, and negotiate collaboration agreements for new drug research, development and commercialization partnerships between biopharmaceutical companies. The course will begin with a brief introductory overview of (i) the biotechnology industry, with a focus on the importance of partnering for successful drug development and commercialization; and (ii) different forms of partnering agreements to develop a general understanding of the structure of such contracts. For the duration of the course, students will be assigned to teams to review, revise and negotiate the terms of a collaboration agreement for their clients, either a large pharmaceutical company or a smaller biotechnology company. Students will learn to think critically about whether certain provisions favor one party or the other, and ways to modify such elements through drafting changes. At the conclusion of the course, each team will be asked to present the key terms of the proposed collaboration agreement to their client's board of directors. Through regular out-of-class assignments, including substantial drafting assignments involving marking up term sheets, preparing issues lists, revising key sections of the collaboration agreement that will be negotiated and finalized by the student teams, and delivering board presentations, the course builds contract analysis, drafting, negotiation and strategic thinking skills students will need as they enter transactional law practice. The course also addresses various ethical issues that may arise in connection with these types of transactions and in transactional practice generally. The course grade will be based on individual participation, drafting assignments, and contributions to team efforts. Please note that no scientific background is necessary for this course as we will not be focusing on the scientific rationale for collaborations. CLASS SIZE: Limited to 12 students. PREREQUISITE: Contract Drafting is recommended, but not required. NOTES: This course counts toward the 6-credit Experiential Learning requirement and also satisfies the Transaction Simulation requirement of the Transactional Practice Concentration. GRADING NOTICE: This course does not offer the CR/NC/H option. ATTENDANCE REQUIREMENT: A student who fails to attend the first class or to obtain permission to be absent from either the instructor or the Registrar will be administratively dropped from the course. Students who are on the wait list are required to attend the first class to be considered for enrollment. Because the course involves regular in-class exercises, some of which are done in teams, and class participation is a significant component of a student's final grade, regular class attendance is essential and thus the course cannot accommodate flexibility in attendance.