COURSE NUMBER: MBA 290B-1

This course is cross-listed with EWMBA, COE and SIMS.

COURSE TITLE: Biotech Industry Perspectives & Business Development

UNITS OF CREDIT: 2 Units

INSTRUCTOR: Thomas G. Sanders and Jessica M. Hoover

E-MAIL ADDRESSES:

Thomas Sanders: tsanders@haas.berkeley.edu or tgsanders@comcast.net

Jessica Hoover: hoover@haas.berkeley.edu

CLASS WEB PAGE LOCATION (HTTP URL): N/A

MEETING DAY(S)/TIME: Tuesday, 4:00 p.m. to 6:00 p.m. (with brief break at 5:00 p.m.)

PREREQUISITE(S): None

CLASS FORMAT: lecture/interactive discussions

REQUIRED READINGS: no textbook; readings of relevant literature articles, patents and especially contract documents

BASIS FOR FINAL GRADE: no mid-term nor final exam; class participation plus primarily two (2-4 person group) projects at approx. mid-term and end of semester (each with in-class oral presentation using PowerPoint)

ABSTRACT OF COURSE'S CONTENT AND OBJECTIVES:
This course is designed to examine the strategic issues that confront the management of the development stage biotech company, i.e., after its start-up via an initial capital infusion, but before it might be deemed successful (e.g., by virtue of a product launch), or otherwise has achieved “first-tier” status. Thus, the intention is to study the biotech organization during the process of its growth and maturation from an early stage existence through “adolescence” into an “adult” company.

The key point is how does one research and develop a life science technology or product to the point where it is ready for the marketplace and how does one finance that relatively protracted process? Almost inevitably, at least a part of the answer to this question, and thus an element in the business and financial history of most biotech companies, has involved partnering with others, both as a means to perform aspects of the R&D process, as well as generate funding for that work. Hence, the focus of the class will be on business development, i.e., the deal making that must occur to accomplish these corporate objectives – both to bring in new technologies and especially, to facilitate getting the initial product(s) to market (and pay for the R&D required to make that happen). We will explore the critical deal issues from both the perspective of the development stage company and the viewpoint of the larger, more mature biotech or big pharma company with which it seeks to partner. Emphasis will be on biotech companies in the healthcare sector (primarily therapeutics, but also vaccines and diagnostics) with some (comparative) discussion of other industry areas, e.g., agriculture (veterinary and crop plant science).

Specific topics to be addressed will include: a brief review of the underlying biological science and its potential commercial application(s); the process of drug discovery and pharmaceutical research and (preclincical and clinical) development; the role of intellectual property and elements of the patent process; various partnering strategies and deal structures and examples of same (options, licenses, technology transfer, collaborations, supply contracts, joint ventures, M&A etc.); a description of the deal process, that is, the steps from identification and initial contact with the prospective partner, through the negotiation, to consummation and agreement execution, plus relationship management thereafter, including, as appropriate, a review of the outcome of certain partnerships to determine whether or not the relationship was successful from the perspective of each party and the deal factors that contributed to, or interfered with, achieving such success (or failure).

BIOGRAPHICAL SKETCHES:

Thomas G. Sanders
Thomas G. Sanders, Ph.D. is currently an independent consultant to clients in the biotechnology industry with a professional focus in matters of business development and intellectual property management. He is also (since August, 2003) a Visiting Lecturer at the Haas School of Business, University of California, Berkeley. From January, 1999 until December, 2002, Dr. Sanders was Vice President of Business Development at MitoKor, Inc. a privately held biotechnology company located in San Diego, which he joined in March, 1998 as Executive Director of Business and Corporate Development. His prior position was Director of Technology Alliances and Transfer in the Law Department at Chiron Corporation, a publicly traded biotechnology company headquartered in the San Francisco area, and for the previous 5 years he was corporate Director of Business Development, also at Chiron. During the 15 years Dr. Sanders was with Chiron, he held a variety of management positions related to licensing and technology transfer, corporate strategic alliances, mergers and acquisitions, patent and research administration, and manufacturing. For 11 years prior to joining Chiron, Dr. Sanders was a faculty member in the Departments of Biology and Biochemistry at Lake Forest College and Princeton University where he pursued research interests in developmental and molecular genetics and behavioral biology. Dr. Sanders received the Ph.D. and M.S. degrees in biochemistry from the University of Illinois, Champaign, and a B.A. degree (biology) from Williams College, Williamstown, Mass. He also pursued post-doctoral studies in Drosophila genetics at the University of British Columbia, Vancouver, BC (Canada). Dr. Sanders is an author or co-author of over 15 publications related to developmental genetics and biochemistry, as well as behavior genetics, and has presented numerous lectures on subjects ranging from aspects of Drosophila genetics to topics related to manufacturing and business development issues in the biotechnology industry.

Jessica M. Hoover
Jessica M. Hoover, J.D. has held management positions in biotechnology since 1994. Most recently, she was Vice President and Head of Corporate Business Development at Chiron Corporation, where she was also a member of both the Executive Committee and the Operating Committee. Founded in 1981, Chiron was one of the earliest biotech companies and among the most successful, engaged in a broad range of human healthcare businesses. In her senior executive position at Chiron, Ms. Hoover was responsible for all mergers, acquisitions and other strategic transactions, and lead the sale of Chiron to Novartis in a transaction that valued the full company at approximately $10 billion. Prior to her role as head of business development, Ms. Hoover was Vice President and Assistant General Counsel, and at various times served as chief legal advisor to the corporate development group, the therapeutics business, and the vaccines business, responsible for, among other things, negotiating and executing strategic transactions. Before joining Chiron, Ms. Hoover was a partner in Brobeck, Phleger & Harrison, where she had an extensive transactional practice that included public and private mergers and acquisitions, secured and unsecured financings, private placements and joint ventures. Prior to that, Ms. Hoover clerked for a U.S. federal district judge in Los Angeles. Ms. Hoover holds a J.D. from the Yale Law School and an A.B. (with highest honors) in Economics and Political Science from the University of California, Berkeley.