Negotiation Strageties From Agreed Terms to Binding Contract

Negotiation Strageties From Agreed Terms to Binding Contract

1. Behavior Management: Principles

   • Listen, Question, Build on common ground, Build on the other party‘s ideas, Emphasize agreement, Describe your feelings.

2. Behavior during Legal Drafting Negotiations

   • Explain and back up your position
   • Avoid contradiction
   • Do not accept or reject other party's position immediately
   • Ignore threats and ultimatums
   • Use “I feel”, “I felt”, “I found” when there is hostility
   • Maintain an atmosphere of co-operation and willingness
   • Focus on interests, not positions

3. Setting the Scene

   • Establish agreed terms
   • Responsibilities
   • Identify people involved in the legal drafting process
   • Refer sheet negotiations and issues identified

4. Define the Deal Components

   • Phases of the deal (research, development, commercialization)
     • Deal Components - Development
       • Definition of product profile, development plans, regulatory affairs, roles and responsibilities, cost sharing or reimbursement procedures
       • Selection development candidate
     • Deal Components - Commercialization
       • Commercialization plan
       • Manufacturing responsibilities
       • Cost sharing and reimbursement
   • Identify and address deal breaker issues
   • Deal Components - Research:
     • sponsored vs. self-funded
     • Resource and cost allocation
     • Who owns or controls

5. Commencement of Legal Drafting

   • Produce the first draft
   • Ensure legal counsel is fully aware of deal's tangible and intangible factors
   • Do not lose touch with key stakeholders

6. Building Strategic Agreements for the Long Term

   • Impact of premature termination:
   • Damage to reputation
   • Disillusionment
   • Failure to meet management or investor expectations

7. Use of Tactics in Negotiations

   • Negotiations naturally and inevitably use tactics
   • Distinguish a tactic from a “Dirty Trick”
   • Examples of Tactics
     • Anchoring – influence opinion Nudging – direct choices without forbidding Authority – key opinion leadersRisk aversion to loss

8. Closing: When? How?

   • Their concessions are ready You are at your target Body language... Everyone is interested
   • Summarize and agree, One last concession, Make final offer