Live Webinar March 28, 2013 technologytransfertactics – 877-729-0959

1. Live Webinar March 28, 2013www.technologytransfertactics.com – 877-729-0959 Pre-launch Considerations for University Innovations:Focus Your TTO Budget and Staff on the Winners

2. Panel of Experts • MargaretK. Offermann, MD, PhD, Managing Partner at The Salutramed Group is a medical oncologist and biomedical researcher who has extensive senior leadership experience in academic, philanthropic and private healthcare settings. She is President-Elect for the Federation of American Societies for Experimental Biology (FASEB), a non-profit federation of 26 professional societies focused on the life sciences that collectively have over 100,000 members. FASEB serves as a major voice for the biomedical research community on Capital Hill and in policy settings. She is on the Board of Directors of Georgia Center for Research and Education (GaCORE), a non-profit organization that promotes cooperation between cancer clinicians, educators and researchers throughout the state of Georgia. She served as co-chair of the Committee of Scientific Researchers for Georgia Bio, helping scientists in academia and industry work together to advance promising discoveries with commercial potential. From 1989 to 2007, she served on the faculty of Emory University School of Medicine where she rose to the rank of Professor of Hematology and Oncology and served as co-director of the MD-PhD training program, Associate Director of the Postgraduate Training Program in Hematology and Oncology and Associate Director of the Winship Cancer Institute. Her research program explored innate antiviral immunity in endothelial cells and the molecular events in the pathogenesis of Kaposi's sarcoma, with funding from the National Institutes of Health, the American Cancer Society, the American Heart Association and other organizations.  From 2007-2010, she served as Deputy National Vice President for Research at the American Cancer Society, providing executive leadership for both intramural and extramural research programs for the largest non-profit, non-government funder of cancer research in the US. Through Salutramed Group, Inc, she served as founding medical director of the Mission Health System Cancer Center in Asheville, NC, a heath system rated by Reuters as one of the top 15 in the nation in 2012.  She received a BA in biochemistry from Mount Holyoke College, magna cum laude and her MD and PhD in biochemistry from the Medical College of Virginia. She did internship and residency in Internal Medicine at the University of Chicago Hospitals followed by training in Medical Oncology at the Dana Farber Cancer Institute and Harvard Medical School in Boston. She is board certified in Medical Oncology and Internal Medicine.

3. Panel of Experts T. Forcht (Teo) Dagi, MD, MPH, DMedSc, MBA is a neurosurgeon, neuro-intensivist, and veteran venture capitalist with extensive international experience . He has helped raise over $500 million in funds for portfolio companies and venture capital funds and has more than 15 years of successful experience in founding, managing and exiting companies in health care services and in the life sciences .He has operating experience in healthcare services, healthcare information technology, and the biomedical sector, and has served on boards of directors of publicly traded and privately held companies. Dr. Dagi serves as Professor, and Chairman of International Advisory Panel of the School of Medicine of Queen’s University Belfast, Northern Ireland (UK), and Visiting Professor at Harvard Medical School. He chairs the Committee on Perioperative Care of the American College of Surgery, and serves as a Director of the Council for Surgical and Perioperative Safety, and the Anesthesia Patient Safety Foundation. He lectures in the Harvard Business School on healthcare innovation and in the Biomedical Entrepreneurship Program at the Harvard-MIT Program in Health Sciences and Technology on new technology development, assessment, and commercialization. Dr. Dagi received an AB from Columbia University, his MD and MPH degrees from Johns Hopkins, and an MBA from the Wharton School. He was named the Joseph P. Kennedy, Jr., Fellow at Harvard, from which he also received a MTS degree in jurisprudence. He trained at the Massachusetts General Hospital and the Neurosurgical Unit of the Guy’s, Maudsley and King’s College Hospitals in London. He was President of the Georgia Neurosurgical Society and a Director of the American Association of Neurological Surgeons. Among other distinctions, he has been awarded the US Humanitarian Service Medal, and a DMedSc (Hon. Causae) from Queen’s University for contributions to medicine and public service. He was named the Sir Thomas and Edith Dixon Medalist for 2012 and was named to an ad hominem Fellowship in the Royal College of Surgeons Edinburgh in 2013. He is an editor of Neurosurgery and the Journal of Clinical Ethics, has published over 175 articles and co-authored or edited several books.

4. Panel of Experts • Jack D. Capers, Jr. partner with King and Spalding in Atlanta, is a member of the firm’s Corporate Practice Group. Mr. Capers has experience in a wide variety of corporate transactions, including domestic and international mergers, acquisitions, tender offers, exchange offers, spin-offs and divestitures, joint ventures, strategic alliances, strategic investments and leveraged buy-outs. In addition, he has advised boards of directors, board committees and investment banking firms on matters relating to corporate governance issues, M&A transactions and takeover defenses. Mr. Capers was named one of The Best Lawyers in America 2012, one of America’s Leading Lawyers for Business 2012 by Chambers USA, and one of Georgia’s Super Lawyers 2012 by Atlanta Magazine.

5. Panel of Experts • Russell M. Medford, M.D., Ph.D., founding Managing Partner of The Salutramed Group, Inc, (www.salutramed.com) an Atlanta, Boston and North Carolina based consulting firm that provides analysis and support for critical decision-making for senior life science executives, for foundation and institutional executives and for Boards of Directors. Salutramed Group advises on fundamental issues relating to corporate structure and growth, institutional strategy, risk mitigation, value creation, governance and public policy.  He has extensive experience in the development and translation of advanced science into novel, first-in-man therapeutics addressing critical unmet medical needs. Dr. Medford has built and led multiple research and development biotechnology companies, from early startup through IPO into advanced NASDAQ traded companies engaged in multiple, late-stage international clinical trials. These included the cardiovascular and metabolic disease company, AtheroGenics, Inc. (AGIX), as its scientific co-founder (as an Associate Professor of Medicine at the Emory University School of Medicine), advancing to corporate Board Director and CEO, raising over $500 million in both the private and public equities markets, and the antiviral company Inhibitex, Inc. (INHX) as a founding Board Director until its recent acquisition by a major pharmaceutical company for $2.5 billion. He is currently Chairman of Salutria Pharmaceuticals, LLC, developing new drugs for multiple sclerosis and other inflammatory diseases and is a member of the Board of Directors of Biotechnology Industry Organization (Washington DC), Georgia BIO, the National Health Museum and the Petit Institute of Bioscience and Bioengineering of the Georgia Institute of Technology.

6. Welcome Total Access Pass attendees • Technology Transfer Tactics Distance Learning Total Access Pass allows you to customize a distance learning program for your staff and faculty at a steeply discounted price with 4 convenient formats. • You can get details on our website at www.technologytransfertactics.com and click on Tech Transfer University on the left sidebar.

7. Goal of Today’s Program • By adopting proven best practices, you will achieve higher success rates, more effective use of staff time and patent budgets, and better relationships with faculty inventors. You’ll also slash wasted time and effort, bring a higher percentage of high-promise innovations forward, and enable more confident decision-making when faced with competing priorities. Our esteemed panel will discuss all four key elements that should inform your patent and start-up assessments.

8. Topics to be Covered Today in Key Issues in Value and Risk Assessment An Overview of Risk Mitigation and Value Creation for OTT Portfolio Management: Four Elements The Role and Expectations of the Faculty Founder Market, Technology and IP Assessment Corporate Structure and Management Team Approaching the Financial Community Summary and Conclusions

9. Topics to be Covered Today in Key Issues in Value and Risk Assessment An Overview of Risk Mitigation and Value Creation for OTT Portfolio Management: Four Elements The Role and Expectations of the Faculty Founder Market, Technology and IP Assessment Corporate Structure and Management Team Approaching the Financial Community Summary and Conclusions

10. TTO and Portfolio Management Overview: A Risk Mitigation Approach to Value Creation • Multiple investment opportunities with limited investment resources demand a disciplined review of risk and return based on four key elements:

11. A Risk Mitigation Approach to Value Creation:Four Elements Business/Finance Technology Market Intellectual Property

12. Four Elements in Portfolio Management: Maximizing Value – Mitigating Risk Value 1/Risk

13. Topics to be Covered Today in Key Issues in Value and Risk Assessment An Overview of Risk Mitigation and Value Creation for OTT Portfolio Management: Four Elements The Role and Expectations of the Faculty Founder Market, Technology and IP Assessment Corporate Structure and Management Team Approaching the Financial Community Summary and Conclusions

14. Key Issues in Value and Risk Assessment:The Role of Founder/Faculty • The University’s most important and precious resource is its intellectual capital • faculty, postdoctoral fellows, students. • Pro-active, effective and appropriate founder/faculty involvement is a key value driver in the value-risk assessment for any TTO portfolio assessment. • Technology and Science – initial definitions and structure • Intellectual property – initial patent filings and claims structure • Market and Competitive landscape – initial technical expertise • Business/finance – managing expectations • An understanding of the motivation, commitment and expectations of the faculty/founder is critical and impacts all four valuation elements

15. Challenges facing faculty inventors • Traditional career advancement is based on success with publications and grants • As extramural funding environment has worsened, more faculty are looking to the commercial sector as a way to support their research

16. NIH’s capacity to fund biomedical research has declined due to flat funding and inflation. With sequestration, this reduction will reach 23 percent.

17. The decreasing success rate of NIH funding motivates some researchers to explore technology transfer

18. Opportunities and challenges • While some faculty have discoveries that have commercial potential, most don’t have the skill-sets needed to advance their discoveries to a commercially viable endpoint • Most also don’t have the skills needed to assess the market opportunity

19. Conflict of interest • The goals of conflict of interest policies in medicine are to • Protect the integrity of professional judgment • Preserve scientific integrity and maintain objectivity • Preserve public trust • Avoid the need to remediate bias or mistrust after the fact

20. Funding of Biomedical Research has increasingly been supported by the commercial sector : industry, accounted for 58% of all expenditures in 2007. JAMA. 2010;303(2):137-143

21. Conflict of interest shouldn’t be a barrier • Make it easy to do the right thing • Have clear, consistent rules as well as checks and balances to protect the integrity of research and the trust in the results • Don’t make regulations so burdensome that important clinical research is delayed or deferred • Make sure rules are promulgated, understood and accepted by stakeholders

22. Topics to be Covered Today in Key Issues in Value and Risk Assessment An Overview of Risk Mitigation and Value Creation for OTT Portfolio Management: Four Elements The Role and Expectations of the Faculty Founder Market, Technology and IP Assessment Corporate Structure and Management Team Approaching the Financial Community Summary and Conclusions

23. Key Issues in Value and Risk Assessment:Market and Technology Assessment • How should tech transfer offices do the initial assessment of potential inventions using limited resources? • Does the technology/science/product address a critical unmet need and market opportunity? • Does the technology/science/product data justify embarking on a development/commercialization plan?

24. Market Size • How large is the opportunity? • Are clients attainable? • Can you articulate the need and explain why it exists? • What does your technology offer in terms of a solution? • What alternative solutions exist? What substitutes? • If not for your technology, what would the customers do?

25. Market Dynamics • Who sells the product or solutions? • What do similar products or solutions sell for? • Can you project your margins? • Why should someone buy your product or solution rather than your competitions’? • What makes you think they will? • How are you differentiated? • How are you better? • Do you offer savings, convenience, better experience, better outcomes or something else?

26. Clients and Customers • Describe your customers • Do they now buy anything similar to your product or service? • What are sales of your nearest competitors or comparable companies? • Which analysts in the market write and cover your specific areas? • What do the say about your products or solutions?

27. Market Readiness • Why did you develop this product? • Who will manufacture it? • How much will that cost? • How will you know it works? • What if it doesn’t? • How will you know whether it is ready? • What do you need to do to finish the project? • When you finish, is it stand-alone or does it need other products or services to create value? • If so, are they accessible to you? Who controls them?

28. Competitiveness • On what basis do clients by this product? • How do you know? • What are the most important reasons they buy? • If not your product, whose would they buy? • How will you tell your clients about the product? • What will make them buy it? • How will you keep others from displacing you?

29. IP Assessment • Is there a proprietary position that protects the business and allows the product to return value to the investor and/or the university? • Have you obtained a freedom to operate opinion?

30. Proof of Concept • What is proof of concept for you product or service? • What makes it proof of concept? • Will you need prototypes? • Who will make them? • How will you test them? • What will the tests be designed to do? • Are there standards of proof which, once reached, will be taken objective as evidence of risk reduction?

31. Processes and Regulatory Issues • What processes are needed within the company to meet external or industry standards? • Where are the guidelines? • Are there regulatory requirements? • Who enforces them? • How will you obtain the necessary expertise to meet these requirements? • Are there special licenses or permissions that must be obtained to proceed?

32. Entering the Market • What special resources might you need, including complying raw materials, resources or expertise? • How long will it take to demonstrate proof of concept and what will it cost? • After proof of principle, what is the next step in commercialization? • What do you need to accomplish to have a product you can bring to market and how long will that take?

33. Freedom to operate • Does anyone have claim to any part of your invention or technology? • Do you have permission to commercialize it? • Are there any conditions on commercialization? • Are there any elements needed for commercialization that you do not yet or cannot control? • Have you obtained a clear freedom-to-operate opinion?

34. Topics to be Covered Today in Key Issues in Value and Risk Assessment An Overview of Risk Mitigation and Value Creation for OTT Portfolio Management: Four Elements The Role and Expectations of the Faculty Founder Market, Technology and IP Assessment Corporate Structure and Management Team Approaching the Financial Community Summary and Conclusions

35. Key Issues in Value and Risk Assessment:The Business Structure and Management Team • Do you have a company already formed? • What is the nature of the company – LLC, PC, Sub-chapter C, Sub-chapter S? • Where is it domiciled? • Have you fulfilled all the necessary formalities in establishing the company? • Who is on the management team? • What is the team’s experience and track record? • Who is full time and who not? • What is the makeup of the board of directors? • Who else needs to be hired and when?

36. Ultimate business objectives • What is the vision you have for the company? • What will it do? • Do you want to build a company around your technology or license it? • Do you have a technology platform to generate other related products? • Is the platform proven? • Do you plan to run your company for ever, or sell it? • Who are the logical acquirers, and why?

37. The Business Structure • Objectives: • Attract investors • Find a partner • Identify a protectable market niche • Position and sell product • Gain market share • Sell the company/asset • Go public

38. Market Realities • Important truths: • Properly organized company builds credibility • Investors/buyers won’t buy trouble • Time to close is crucial for investors/buyers • Poor management = no deal • You will pay for your mistakes • Avoid spending scarce resources to solve avoidable problems

39. Five Important Rules: 1 1. Do It Right • Use good advisors • Maintain corporate formalities • Use proper accounting

40. Five Important Rules: 2 2. Create Capital Structure To Promote Success • Restrict stock to inventors, owners and employees • Maintain control over shares • Require stockholders to be party to a stockholders agreement • Maintain pro forma model of distribution of proceeds from sale of company/asset

41. Five Important Rules: 3 3. Install Good Management • Good management builds credibility in all things (value, relationship, prospects, etc.) • Investors/buyers prefer good management over good assets • Check frequently to make sure things are working • Make changes if not

42. Five Important Rules: 4 4. Acquire and Maintain Clear Title to IP • Control development of IP • Get invention agreements from inventors/employees • Monitor freedom to operate • Protect trade secrets • Manage patent filings • Take action against infringing IP

43. Five Important Rules: 5 5. Maintain Good Records • Enables company to respond quickly to opportunities • Adds to credibility of management • Ready for diligence by investors/buyers

44. The Business Structure Last and Best Advice: Keep It Simple

45. Topics to be Covered Today in Key Issues in Value and Risk Assessment An Overview of Risk Mitigation and Value Creation for OTT Portfolio Management: Four Elements The Role and Expectations of the Faculty Founder Market, Technology and IP Assessment Corporate Structure and Management Team Approaching the Financial Community Summary and Conclusions

46. Key Issues in Value and Risk Assessment:Approaching the Financial Community • What is your projected budget for the next 18 months and 3 years? • What milestones will be achieved over that time and with those funds? • What value will be created through the achievement of each milestone? • Can you calculate an ROI or step-up in valuation for subsequent financing rounds? • How much can you raise from grants and other non-dilutive sources? • Can you earn anything from your product or solution over that time? • When do you think you might start seeing revenue? • When do you think you might break even?

47. Financing Plan - Milestones • What are the near and medium term milestones in the development of the product or company, and how will the company or university finance to those milestones? • How do you know these are the milestones? • What happens with each one? • What can go wrong in this roadmap? • In what way does each milestone reduce the risks of failure?

48. Milestones - 2 • What is the time required to reach each milestone? • How do you know? • Do you have the expertise to implement to each milestone? • If not, where will you find it? • Describe the ideal team to develop the product • Why is that the ideal team?

49. Topics to be Covered Today in Key Issues in Value and Risk Assessment An Overview of Risk Mitigation and Value Creation for OTT Portfolio Management: Four Elements The Role and Expectations of the Faculty Founder Market, Technology and IP Assessment Corporate Structure and Management Team Approaching the Financial Community Summary and Conclusions

50. A Risk Mitigation Approach to Value Creation:Four Elements Business/Finance Technology Market Intellectual Property