Webinar Series: Cross-Practice Issues in Life Sciences M&A

Jones Day hosted a webinar series discussing M&A in the life sciences industry. This five-part series focused on pertinent corporate, regulatory, tax, IP, and cybersecurity and data privacy topics for strategic mergers and acquisitions of pharma, biotech, medtech, and digital health companies around the world.

SESSION I: Mergers & Acquisitions: Considerations for Structuring and Implementing Earnouts in Life Sciences Transactions

Life sciences transactions routinely involve the payment of contingent consideration. This session explores the issues both buyers and sellers need to keep in mind when structuring these arrangements:

• Adequately defining payment milestones;
• Considering standards imposed on buyers in multiple jurisdictions as they work to achieve such milestones; and
• Avoiding common points of dispute.

Presenters: Jonn R. Beeson, D. Michael Murray.

SESSION II: Regulatory: Doing a Global Deal: The Regulatory Dimension

This session explores major regulatory issues affecting acquisitions in the life sciences sector for both mature and growing companies. Specific topics include:

• Efficient approaches to assessing target-company product pipelines, GxP, and regulatory compliance on a global basis; and
• How emerging technologies affect due diligence and the structuring of transaction milestones

Presenters: Maureen Bennett, Cristiana Spontoni.

SESSION III: Tax: Pharma Tax Considerations in Strategic M&A, Joint Ventures, Co-Development, and Royalty Sales

This session examines the tax aspects of strategic transactions in pharma and biotech, including:

• Avoiding tax pitfalls under current and proposed rules; and
• How global tax trends are affecting the structure and implementation of transactions.

Presenters: Joseph A. Goldman, Lori Hellkamp, Edward T. Kennedy.

SESSION IV: Cybersecurity, Privacy, and Data Protection: Cybersecurity and Privacy Risks in Life Sciences Transactions

This session examines cybersecurity and privacy risks involved with transactions in the life sciences. Specific topics include:

• Threat scenario: high-risk data;
• International compliance requirements (the GDPR, the CCPA, HIPAA, and the HITECH Act);
• Specialized due diligence on data protection and security;
• Reps and warranties addressing risk;
• Cyber insurance; and
• Secure integration of data/systems.

Presenters: Jennifer C. Everett, Dr. Jörg Hladjk, Mauricio F. Paez, David E. Kopans.

SESSION V: Intellectual Property: Artificial Intelligence IP Considerations in Drug Discovery and Development

This session provides a review of intellectual property considerations for artificial intelligence (AI) inventions in drug discovery and development. Specific topics include:

• The use of AI in the lifecycle of biopharmaceutical products;
• Patent portfolio considerations;
• Due diligence considerations; and
• AI and life sciences-related transactions.

Presenters: A. Patricia Campbell, Ph.D., Carl A. Kukkonen III, Ka-on Li.