Law Seminars International Presents: Call from Anywhere for a One-Hour Expert Analysis by Phone on

New HSR Act Rules for Pharmaceutical Licensing
Implications of the new rules and strategies for compliance

January 15, 2014
Call in from Anywhere!
12-1 pm Pacific / 3-4 pm Eastern

Who Should Call In

Private and in-house attorneys, corporate executives, and anyone involved in negotiating licensing agreements of intellectual property in the pharmaceutical industry

Why You Should Call In

The Federal Trade Commission (FTC) has issued new rules that extend the mandatory Hart-Scott-Rodino ("HSR") notification requirements. The rules expand the types of intellectual property licensing transactions in the pharmaceutical industry that have to be notified to the government. Antitrust enforcement agencies will be able to scrutinize whether those transactions may violate antitrust laws prior to closing.

Additional burdens will be added to transactions as a result - even for transactions that ultimately pass antitrust scrutiny - including increased costs to (i) determine if a transaction's value exceeds the HSR thresholds, (ii) negotiate relevant contractual provisions, (iii) prepare the HSR filing, and (iv) defend the substantive merits if the FTC staff decides to investigate the potential competitive effects of a transaction. Companies also must take the mandatory waiting period of HSR review into their plans when considering license agreements.

This one-hour TeleBriefing will review the recent FTC HSR rule changes and offer practical suggestions for effectively managing the increased burdens associated with these changes. We will discuss best practices for compliance with the procedural aspects of the new rules related to pharmaceutical licensing.

What You Will Learn

What Attendees Have Said About Similar Programs


Wednesday, January 15, 2014

12:00 pm

New HSR Act Rules for Pharmaceutical Licensing

Introduction and overview

Jacqueline Grise, Esq., Moderator, Partner
Cooley LLP / Washington, DC

Overview of prior position of the FTC regarding excluding licenses; compare and contrast prior position with the new final rules applicable to exclusive licenses in the pharmaceutical industry; application of new rule to various examples

John M. Sipple, Jr., Esq., Counsel
Weil, Gotshal & Manges LLP / Washington, DC

Valuations under the [HSR Act], including the principles of a fair market valuation; practical issues arising in the context of valuations

Deidre J. Johnson, Esq., Counsel
Ropes & Gray LLP / Boston, MA

1:00 pm

Q & A (for up to 30 minutes)



Individual rate: $150

Group rate: $100 per person attending on the same line

Financial aid is available to those who qualify. Contact our office for more information.

Continuing Education Credits

This TeleBriefing qualifies for 1.0 Washington CLE credits. For CLE credits in other states:

We will apply for credits in the following states: AK, AL, AZ, AR, CA, CT, GA, IA, ID, IL, IN, KS, KY, LA, ME, MN, MO, MS, NC, ND, NE, NH, NM, NV, NY (experienced attorneys only), OK, OR, PA, RI, SC, TN, TX, UT, VA, VT, WI, WV, and WY.

You can self-report for credits in: CO, DE, FL, HI, MT, and NJ.

CLE credits currently are not available in: DC, MA, MD, MI, OH, or SD.

If you need other types of credits, please call us at (206) 567-4490.

Call In Info

The dial-in number and a link to the materials will be emailed to you the day before the TeleBriefing. All orders are processed within one business day of receipt.

If You Cannot Dial In

An entire audio recording and the written materials are available for $150. You may choose to receive the files via email, on a CD or on a flash drive. Programs are available 48 hours after the TeleBriefing or from the date we receive payment. CD and flashdrive orders are sent via First Class mail within two business days after the TeleBriefing or from the date we receive payment.
Order Homestudy

Cancellation & Substitution

You may substitute another person at any time or receive a recording of the program (see If You Cannot Attend).

Our Distinguished Panel

Jacqueline Grise, partner in the Antitrust and Trade Regulation practice at Cooley LLP focuses on the defense of corporate clients in connection with domestic and international mergers and acquisitions, as well as antitrust counseling and other non-merger matters. She regularly represents clients before the FTC, the DOJ and numerous foreign antitrust enforcement agencies. Ms. Grise has extensive experience counseling clients through the HSR merger review process, including advocating before the agencies, responding to second requests and coordinating antitrust defense strategies in countries around the world. Her clients span a broad range of industries, including an array of high-tech industries, digital health/e-health, healthcare/pharmaceuticals, consumer and food products, computer and data storage, music recording and publishing, book and magazine publishing, industrial equipment, automotive parts, retail including internet sales and distribution, and aerospace and defense.

Deidre Johnson, counsel and head of Premerger Notification practice at Ropes & Gray LLP, focuses her practice on antitrust and counsels clients on their obligations under the Hart-Scott-Rodino Antitrust Improvements Act and foreign premerger regimes. She has successfully guided numerous clients through the premerger process, responding to informal inquiries and second requests as necessary. Ms. Johnson routinely represents buyers, shareholders and sellers in financial and strategic acquisitions of all types from leveraged buy-outs, stock acquisitions, joint venture formations, and public takeovers to licensing transactions and co-development/co-promotion agreements. She has prepared several hundred HSR filings and routinely coordinates merger clearances in multiple jurisdictions including the European Union and its member states, Brazil, Canada, China, Japan, Turkey, Russia, South Africa and South Korea, among others. Ms. Johnson is listed in Chambers USA.

John M. Sipple, counsel at Weil, Gotshal & Manges LLP, is recognized as the world's foremost authority in the Hart-Scott-Rodino premerger notification regime. Mr. Sipple's practice focuses on counseling regarding premerger notification requirements in the US and countries throughout the world. He also provides a full range of antitrust counseling, with a particular emphasis on mergers, acquisitions, joint ventures and attendant antitrust issues. Prior to entering private practice, Mr. Sipple served as head of the Hart-Scott-Rodino Premerger Notification Office, where he was responsible for the administration and enforcement of the HSR Act on behalf of the Federal Trade Commission and the US Department of Justice.