Preparation for Negotiation

1. Preparation for Negotiation National Research Council - February 14, 2001 Presented by: Marcus Brady, Vice President Corporate Development Neurochem Inc.

2. Topics • Getting Started.. Begin with the end • Objectives and decisionmaking • Deciding what information to get • Sources of information • What to do with it now that I have it

3. Opportunity Favours the Prepared Mind

4. …bring the Pieces of thePuzzle Together to Reduce Uncertainty Patients Fit?? Future Events Competitors

5. Getting Started…Begin With the End • Decide on the objectives & information requirements • Who is your client, what decisions must be made • Packaging the results: • information  a model ongoing resource/system • presenting the findings

6. Decide Early on Your Objectives • Assist in meeting strategic objectives • Find/value /dispense with a product(s) • Prepare for forthcoming negotiation • What do I need to make/influence the decision • How will the information be used/ presented & by whom

7. Potential Objectives • Securing a new product/technology • Enhancing competitive position • Potential benefits • Brand name • Block out competition • Revenue • Pipeline In any event, the qualitative and quantitative evaluation of product value must be determined

8. What Information Do I Need? • Analytical due diligence • Confirmatory due diligence • Key data may include • Potential new products, partners • Insight on the other negotiators • Info on traditional deal structures • Value of product • sales, competitors • technology, performance

9. Internal Budget Scientific and business reports, conference proceedings Staff, Employees Time Head office External CHLA & other networks Subscriptions, databases, studies Grants Web Consultants, lawyers Interviews Taking Stock of Your Resources

10. Understanding your negotiation position and that of your client/partner Laying a solid foundation for the desired end result Packaging the info Deciding when you have enough Preparation, Preparation, Preparation Setting the Stage for Research

11. What does it take to get the answers? • Double the time and increase the units • 2 hour estimate = 40 hour reality • Always have three alternatives • Plan for success & for failure

12. Let Your Priorities Guide the Information You Gather • Time sensitivity of decision, negotiation, information needs • Price • Inter-company synergy • Competitive advantage in negotiation • Product: stage, size of market, risk, therapeutic area, market movement, fit of product in the marketplace

13. Pipeline analysis Revenue analysis Time available Criteria for selecting product Funds available Product searches Hurdle rate Define internal capabilities & resources Gather Internal Information Needs First

14. Qualify Both Internal & External Information Needs • Short & long term objectives • Identifying & qualifying alternatives and Critical Success Factors • Short & long term corporate & product SWOT

15. Pipeline Analysis • Objective - Bring the highest potential products to market fast. • Determine product potential through model building. • Where do you want to be? • Where are you going? • How can we get there faster? • Are resources in line with direction?

16. The product should be Stage Medical or market performance Patent status Product holding company should be Stage Experience Product mix Lacking Search Criteria Decide early how much information you want out there about your needs

17. An Example: Late Stage CNS Product for Canadian Market The earlier the product the moredetective work you will need to do

18. Risk : Reward on Information Sources Track people from your target company to companies with which you are affiliated

19. Costly (My order of Q) Scrip PJB Windhover Connect DR Reports TMG SRI D&MD D&B Theta Relatively Cheap Federal Government Economic development offices Disease associations Clinical experts In Vivo/ Biocentury Tech. Transfer Conference & AUTM Attlas Directory Costly Reports and Low Cost Alternatives

20. Other Useful Internet Resources • Company home pages • SEC’s EDGAR Database (sec.gov, edgar.online.com) • Mailing Lists and Newsgroups (Dejanews.com) • Analyst reports (stockinfo.standardpoor.com, moodys.com, dbisna.com) • Research Databases (Dow Jones, Reuters, Knight-Ridder) • News delivery (pointcast, excite, biospace, newspage, yahoo, Nasdaq)

21. Web Sites of Considerable Utility

22. Efficient use of Consultants • Define roles and responsabilities • finding products • pricing / valuing the product • preparing negotiation position, market evaluation….strategy • participation in negotiation

23. Steps in Due Diligence • Set up due diligence team • Size and fit of counterparty/technology • Financial potential • Intangible assets • Validity of dossier • Quality transactional elements • Last minute probles

24. Often Overlooked Pieces of Your Network • Government (Labs, Industry Canada, Regulatory Bodies & foreign equivalents) • Legal and accounting counsel • In house recruits • CHLA & Industry associations • Venture capitalists Take a minute and reflect. Buy a contact manager.

25. Enlarge It Secrecy lost Less control over message Increased opportunities Too much information Inventors galore Contract It Too few opportunities- too late Late stage products Secrecy maintained? Setting the Network Size in Proportion to Risk

26. Try to Use Company Resources & Head Office • Develop & maintain your network early (Marketing, HR, Sales, Clinical, R&D) • What info. really makes a difference • Selling to management- • Knowing what they really want & sell that back to them • Research the social styles, buying influences and objectives of internal market

27. Maintaining Credibility with Targets • Knowing your own firm and its weaknesses • Ask. Yes Ask. • Focus on the product not on the price • Know competing products and their strengths & weaknesses • Be prepared to back up “Shadows on the wall”

28. Serial Contacts-Definitely Contact Multiple Companies • Put your needs and expectations on the table • Research internal alternatives both standard and creative • Ensure proper mix of benefit, price, time to market • Always develop a plan B

29. Target Company Package & How to Evaluate it

30. Quantitate Financial Potential • Revenue potential • Gross margin potential • Operating margin potential • Type of deal to target • Development costs (of technology/product) • Fields of use • To swap or not to swap

31. Revisions $36.3 Million $100 Million

32. What to Do With The Info Now That I Have It • Reports • Models • Lists • Negotiating strategy • Timing of decision • Team evaluation

33. Plan for Problems • Overbidding • Technology or patent problems • Accounting policies & irregularities • Foreign currency considerations • Regulatory issues • Ownership structure & corporate culture

34. Corporate Needs Funds Sales Recognition R&D funds Equity Timing of deal Partner and PR Social styles of all involved Considerate Direct Spirited Analytical Reporting Structure & Impact on Internal Marketing

35. Crisis-Time is Gone, Information is Incomplete • Establish criteria for completion early • Plan ahead for this contingency • consultants, additional staff • time, money, pre-approvals • get essential information first & its costs • What can be done • Stall • Re-evaluate your needs & risks Information is always incomplete

36. Caveats • Encourage your partner to perform this exercise too • This must be an ongoing activity • Use your network. Let your hair down. • Get a PIM/Contact Manager • Avoid a commission, but ensure that you leave enough time to do the job. Did I mention preparation and practice

37. Want more information? The price is one joke e-mail me mbrady@neurochem.com