C O O L E Y G O D W A R D K R O N I S H L L P 1 Meeting the Unique Needs of Today’s Life Sciences Companies This is the title page for the print version

C O O L E Y G O D W A R D K R O N I S H L L P 1

Meeting the Unique Needs of Today’s Life Sciences Companies

Networking StrategiesNetworking StrategiesJohn HessionJohn Hession

Cooley Godward Kronish LLPCooley Godward Kronish LLP617-937-2312617-937-2312

[email protected]@cooley.com


Cooley Godward Kronish LLPFast Facts and Highlights

1920 - Cooley Godward opened in San Francisco1958 - formed the first West Coast VC fund1976 - incorporated Genentech1980 - incorporated Amgen; handled Genentech IPO; opened first office in

Silicon Valley1983 - handled Amgen IPO1992 - opened San Diego office1993 - opened Colorado office1999 - opened 1st East Coast office in Reston, VA2000 - handled the largest biotech public offering in U.S. history: Abgenix2005 - opened 2nd East Coast office in Washington, DC2006 - acquired Kronish Lieb Weiner & Hellman; added NY office, 100 practitioners 2007 - opened 4th East Coast Office in Boston, MA2008 - opened office in Seattle, WA, predominantly life sciences practice, Heller firm

San Diego, CA Broomfield, COPalo Alto, CA San Francisco, CAPalo Alto, CA

Reston, VA

Washington, DC

New York, NY

Boston, MA


Firm Overview

National full-service law firm serving high-growth companies -- and the investors that fund them

Approximately 650 attorneys nationwide with deep substantive expertise across a range of legal specialties

Represent clients across numerous industries and company growth phases, with a keen focus on the life sciences industry

Client-oriented, team-based approach


Antitrust & Trade Regulations

Bankruptcy & Restructuring

Complex Contract & Commercial Litigation

Compensation & Benefits

Credit Finance

Emerging Companies

Employment & Labor

Environmental

Intellectual Property

International Trade

Internet Law

Life Sciences

Full Service Expertise

Mergers & Acquisitions

Outsourcing

Patent Counseling & Prosecution

Pro Bono

Public Offerings

Real Estate

Securities Litigation

Tax

Technology Alliances

Trademark, Copyright & Advertising

Venture Capital

White Collar & Regulation Defense

We represent high-growth companies, as well as the investors that fund them. Our practice areas include:


What’s Cooley?

Ranked #1 in Life Sciences by Chambers USA: America’s Leading Lawyers for Business in 2007-2008

Ranked #1 in the U.S. for representation of venture-backed Biotech/Pharmaceuticals companies in 2007-2008

Ranked #1 in issuer-side for Life Sciences IPOs from 2000 to present

Market leader in licensing--partnering transactions with large pharma

Unparalleled depth of experience and expertise in working with life sciences companies on complex, high-stakes litigation cases and business transactions

Deep expertise in life sciences patent prosecution

Strategic business-oriented approach to intellectual property and patents

Cooley Service Model: Dedicated and cross-functional teams provide industry-specific substantive and practical business advice


Life Sciences Industry Leadership


Longstanding and Extensive Experience in the Life Sciences Industry

We have a 30-year history in the industry, incorporating and helping to build many of today’s leading life sciences companies: Amgen

Applied Biosystems

Genentech

Gilead Sciences

Currently represent over 650 life sciences companies (public and private) worldwide Two thirds of these are BioPharma/Biotech/Specialty Pharma companies

One third of these are MedTech/Device/Services companies

Pre-funded to mature public companies

Cooley serves as counsel to: Nearly 30% of the 166 companies on the NASDAQ Biotechnology Index

More than 50% of the 17 companies on the AMEX Biotech Index


Cooley’s Life Sciences Practice Overview

Cooley represents healthcare and life sciences companies in multiple specialty areas

Dedicated team focused on Life Sciences industry Over 60 attorneys in all offices dedicated substantially to healthcare and life sciences

Technology, partnering and services transactions Public and private financing transactions

Many with advanced technical training; others with industry experience

Broad range of sophisticated collaboration and partnering transactions across various technologies and stages of product development

Market leader in IPOs and follow-on offerings; as well as PIPEs, and other financings

Specialize in complex transactions involving both licensing and finance and/or M&A (i.e., partnering transactions with large strategic investments; clinical project financing transactions; structured acquisitions)


Cooley is the Market Leader

M&A – Closed more than 50 M&A deals for life sciences companies since 2000, with a total deal value in excess of $14 billion

Corporate Partnering – Leading transactions across a broad range of technologies and product stages: $1.1 billion collaboration between MacroGenics and Eli Lilly

$1.5 billion collaboration between Chemocentryx and GlaxoSmithKline

$860 million collaboration between Seattle Genetics and Genentech

$800 million collaboration between PDL and Biogen Idec

$570 million collaboration between Anadys and Novartis

$535 million collaboration between Affymax and Takeda Pharmaceuticals

$200 million collaboration between Merck and FoxHollow Technologies

In 2002, handled 5 of the top 10 biotech/pharma partnering deals worldwide** (Exelixis/GSK; Kosan/Roche; Amylin/Lilly; Nobex/GSK; StressGen/Roche)

Financing – Leading public finance practice that provides our life sciences clients with expertise on IPOs, PIPEs, follow-on offerings, and other capital raising transactions

**Alliance Watch, Top Biotech Licensings of 2002, In Vivo Magazine (February 2003)


Cooley is the Market Leader

No. 1 in private placement financings for the last seven years for life science companies, including 2007 and 2008

No. 1 in public offerings for life science companies since 2000

No. 2 in private placement financings for medical device companies in 2007

On the “Defense Hot List” of Top Ten firms for IP Litigation

**Alliance Watch, Top Biotech Licensings of 2002, In Vivo Magazine (February 2003)


Representative Life Sciences Clients






The Boston Office

14 Partners (9 Corporate, 2 Patent, 3 Litigation)

37 lawyers in Boston

Full-service offerings: Patent & Intellectual Property, Prosecution & Strategy

Life Sciences Partnering & Licensing

IP and Complex Commercial Litigation

Corporate & Securities, including Public Companies

Mergers & Acquisitions, public and private

Venture Capital & Emerging Companies (40+ new companies)

Fund Formation

Private Equity


Representative Life Sciences Clients – Boston


Recent Boston Office Transactions, 2007-2008 Biotrove, IPO (underwriters’ counsel) Medical Device Company IPO (not yet filed) AMAG Pharmaceuticals, public, corporate, litigation, SEC Sirtris Pharmaceuticals, Inc./GlaxoSmithKline (represented

management of Sirtris) Magen Biosciences/Eli Lily in-licensing transaction Clinical Data, $76 M secondary offering, acquisition of Avalon

(public) and Adenosine, general corporate, SEC and HR TyRx Pharma, $35 M Preferred financings, licensing, patent

portfolio Verenium, $54 M convertible debt offering, SEC and corporate Magen Biosciences, Series A Preferred financing Cleveland Clinic, 9 spin-out incubation deals & financings Nomir Medical, $6 M Series A Preferred financing TeraHeath, sale to Medical Present Value


Recent Boston Office Transactions, 2007-2008

StokesBio, patent strategy and prosecution, general corporate, financing

Helicos, patent strategy and prosecution

Siemens Venture Capital, investments

Partners Healthcare, spinouts and financings

MedChem, contract research organization

PrognostiX, joint venture, Cleveland Clinic, national reference lab

Boston Scientific, patent strategy and prosecution

LeMaitre Vascular, corporate and M&A work

Alfama Pharma, general corporate and financing, licensing

Predictive BioScience, patent strategy and prosecution

MP Health, due diligence patent investigation

Molecmo, corporate, licensing and financing


Recent Boston Office Transactions, 2007-2008

Xceed Molecular, licensing, patent strategy and prosecution

Longitude Capital, due diligence on financing

Mitsubishi, litigation strategy and patent prosecution

Opgen, patent strategy and prosecution

Zafgen, patent strategy and prosecution

Facet Solutions, patent strategy, prosecution, interference and litigation advice

Ribonomics, patent strategy and prosecution

Third Rock Ventures, patent strategy on operating companies

Exact Sciences, patent strategy

Genome Corp, patent strategy and prosecution

Oxford Biosciences, financings and investments

SV Life Sciences, financings and investments


The Boston Office, First Year in Business

Filed 175 patent applications, US and foreign, among 5 attorneys (e.g. Helicos, Boston Scientific)

Major pieces of litigation, civil & criminal investigations, including Netscout patent and Network General matters; KATZ patent matter; QUALCOMM-Broadcom and related trade matter; Stub Hub/eBay case; investigation of student’s death and police practices following Celtics playoff win

$3.3 Billion in 100+ corporate transactions

86 private placement transactions, $1.1 billion in value

25 mergers & acquisitions, $2.2 billion in value


So … Why Are We Here?

Understand what you want to do in the next TWO-THREE years

Understand where you want to live

Understand how to achieve your goals for the next TWO-THREE years

Goals?: Unquenchable appetite for knowledge & experience; learn from good teachers & mentors; enjoy being with people and on a team pursuing common goals; become educated!!!


So … Why Network?

According to a survey by Challenger, Grey & Christmas, a leading outplacement firm:

Networking Works: “80-85% of job leads come through networking, not responses to advertisements”

Want Ads only show growth in certain market sectors, general opportunities


Networking: Find a Job, an Investor

Networking = Key to the Door

You are selling yourself, so network like crazy

Network every where you want You to be

Sell you -- without selling out

Every conversation in life = an opportunity to network


What is a Network?

Friends & Family

Undergraduate & Graduate Alumni Associations

Graduate School Alumni

Clubs/Associations/Groups to which You Belong = MBC

Professional Organizations

Present/Former Employers

All Those Hundreds of People Just Dying to Meet You

Essentially All Your Personal Contacts

Advisers, Attorneys, Bankers, Consultants ==> VCs

BEST = the ones you create yourself, and expandBEST = the ones you create yourself, and expand


How to Network

Show Eminently Engageable Qualities: Energy, Enthusiasm, Verve, Vitality & Vigor always sell – energy uplifts others!

Be a Dynamic Personality!!

Be Creative & Flexible!!

Be Willing to Accept Less Than Perfect in this Chastened Environment

Be Willing to Meet Many People

AND Be Willing to Take Risk & Rejection


Start Me Up

Have a Destination

Focus Your Attack

Prepare Detailed Target ListPrepare Detailed Target List

Company Names and Investors

Key People You’d Like to Meet

What the Company Does

Address, Website, Phone Numbers in an electronic location with notes and commentary


Are There Cultural Differences & Stereotypes??

Yes : So Understand What They Are Then Change Them: focus on Energy &

Enthusiasm, but without being Obnoxious, Glib or Arrogant

Be Proud of Your Accomplishments ... But Don't Brag

Don't be Deferential ... but be Respectful Cardinal Rules: No one tolerates too long . . .

arrogance, whining, insincerity, selfishness, stubbornness, unwillingness to listen


Please Allow Me To Introduce Myself…

Refine the Elevator Speech

Who You Are

What your company does – easy to understand the problem and solution

Accomplishments

Differentiators

What Opportunities You Want to Explore


Initial Contacts

E-Mail – Keep it Short . . . and funny if possible

Getting Past the Gatekeepers: Make them laugh

Always Include Your Reference’s Name

Provide a Date When You Will Follow Up With Phone Call

One Sentence On Who You Are

You’re Looking for Information, Advice – Not A Job, not a Financing



Picking Up that Telephone

Practice What You’re Going to Say Beforehand

Call On Time, Be on Time

Be Courteous, Confident & Assertive, BUT Not Overly Aggressive

Keep It Short

The Goal is a Face-to-Face Meeting

Send follow up e-mail to confirm meeting


The Face-to-Face Process

A Firm Handshake = Energy & Enthusiasm

Maintain Periodic Eye Contact – connect the bridge of the nose

Make a Personal Connection: check out their office, ask opening questions, get to know before you sow

Do Your Homework: ask thoughtful questions about the firm, their investments, their strategy – demonstrate your competitive intelligence

Ask What You Really Want to Know!!

Follow Up with a Thank You note

NB: Not Personal if they don't call back (these people are busy!!!)


The Dreaded Meeting

Do Your Homework Visit Company’s Website Visit the Competition’s Website Scan Internet on the Individual’s Name, C.V.

Increase Your Energy & Enthusiasm Arrive on Time Dress Properly, Be Well Groomed Scan the Office - Reach Some Common Ground Smile Occasionally: show that you love this

process


The Meeting:

Be Specific in What You Want From a Meeting:

Take Notes

Bring Resume, PPT, Plan – what you are selling

Learn Their Preferences

Relax, Watch the Body Language

Goal – 3 New Contacts

Ask what you can do for them! It’s never done


The Networking Meeting:

Do Not:

Whine about the Process, the Market, the desolate financing or job landscape – no one wants complainers,

Show up unprepared

Overstay Your Welcome

Run Off at the Mouth -- Take A Breath, Slow Down

Look or Sound Depressed


Mama Said There’d Be Days Like This


Follow Up

Send follow up thank you letter to the person and the referral

Keep Track of every e-mail, phone call and meeting CRM Software

Send periodic e-mails on your status [example: Ion Signature]

Attend Networking Meetings Leave humorous/upbeat voice mail

messages after hours {bold, be careful, only for job searches, know your audience}


Don’t Fret the Rejection


Working The Room

Practice Your Smile, Handshake, & Elevator Pitch

Arrive Early

Bring Plenty of Business Cards

Review Attendance List

Prepare Appropriate Conversation Starter

Use the Buddy System

Position Yourself Between Entrance & Food

Act as Host or Hostess


Working The Room

Breaking into a Conversation: Avoid 2 People in Intense Conversation Look for People Standing Alone

Approach Groups of Three or More

Look for Groups Having Fun

Look for Others Who Want In

Excuse Yourself and Say Hello Avoid Scanning Room for Someone Else Get out early if it is not promising Ask them what they do . . . listening is easy


Networking Groups

North Shore Business Forum: www.nsbforum.org

128 Venture Capital Group: www.128vcg.com

TiE Boston: www.tie-boston.org

ExecuNet: www.execunet.com

Merrimack Valley Venture Forum: ww.mvvf.org

WPI Venture Forum: www.wpiventureforum.com

MIT Enterprise Forum: www.mitforumcambridge.com

MassMEDIC: www.massmedic.com

Mass Biotech Council: www.massbio.org


Other Opportunities

Financial Executives Network Group (FENG)

Financial Executives International (FEI)

Big 4 Accounting Firms, Alumni

Regional Accounting Firms

Law Firms with specialties in your sector

Other service firms

Silicon Valley Bank, Comerica


So … What Does This All Mean?

We are Back to the Future -- and the Future is Back to the Past

What Matters Most Now Mattered Before: Hard Work, Substance, Integrity, Long Hours, Moral Courage, Relentless Networking … and Humor, Patience & Persistence


Summary Thoughts

Network Everywhere

Get out of Your Shell -- NOW!

Quit Whining, Accept Reality, Move On

Be Prepared to Accept Less Now -- for More Learning & Experiences Later ...

… And More Responsibility Later

Seek Opportunities to Prove Yourself

Example: The Jon Flint Story – Take RISK !!!

Enthusiasm = Everything

Documents

C O O L E Y G O D W A R D K R O N I S H L L P 1 Meeting the Unique Needs of Today’s Life Sciences Companies This is the title page for the print version