Law Seminars International Presents

An Important One-Day Workshop on

Corporate Transactions Law for Intellectual Property Lawyers

The impact of IP on corporate transactions

December 6, 2006
Sheraton National in Arlington, VA
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Who Should Attend

Intellectual property lawyers and industry executives looking to identify or understand major corporate law issues

Why Attend

Today, intellectual property lawyers are increasingly involved in various aspects of business transactions. To be truly effective, IP lawyers need to understand more than just the issues involved. They need to understand the other factors driving business transactions, such as how and why transactions are structured, how businesses are financed, what owners and investors expect, why and how IP ownership and license rights matter (and when they do not), and where and when IP representations and warranties come into play. This program is designed to provide IP practitioners with an understanding of corporate law to allow them to put their expertise to the best use and be in a position to add value to corporate transactions. ~ Program Co-Chairs: Asher M. Rubin, Esq. and Dr. Kingsley L. Taft, Esq.

What You Will Learn

~ Adding value to corporate transactions ~ The impact of IP law on everyday business decisions ~ The effect of IP on commercial transactions ~ Litigating a patent enforcement claim ~ What IP attorneys should know when structuring an M&A transaction ~ IP's role in antitrust and regulatory issues ~ IP's impact on creative financing and the raising of capital

Agenda

Wednesday, December 06, 2006

8:00 am Registration & Continental Breakfast
8:30 am Introduction & Overview
  Finding the right role and devising the right strategy for IP lawyers to add value to corporate transactions
  Asher M. Rubin, Esq., Program Co-Chair
Hogan & Hartson LLP / Baltimore, MD
  Kingsley L. Taft, Esq., Program Co-Chair
Goodwin Procter LLP / Boston, MA
8:45 am The Current State of IP as a Core Asset
  The importance of IP in recent noteworthy cases including eBay v. MercExchange
  Allan M. Soobert, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP / Washington, DC
9:30 am The Ins & Outs of IP Issues in M&A Transactions
  The M&A Agreement: what IP lawyers should know; issues driving transaction structures; representations and warranties; unique IP related provisions; trends in limitations of liability; special IP-related caps
  Eric Damon, Esq., Senior Attorney, IP Law
IBM / White Plains, NY
  Stephen G. Charkoudian, Esq.
Goodwin Procter LLP / Boston, MA
10:30 am Break
10:45 am Effective IP Diligence: Processes for Corporate Transactions
  The corporate approach to IP due diligence
  Edgar H. Haug, Esq.
Frommer Lawrence & Haug LLP / New York, NY
  Maria S. Spustek, Esq.
Schnader Harrison Segal & Lewis LLP / San Francisco, CA
12:15 pm Lunch (on your own)
1:30 pm Antitrust & Regulatory Issues Unique to IP
  Antitrust perspectives on refusals & duties to license; copyright protections; patent settlements & reverse payments
  Erica S. Mintzer, Esq.
Hogan & Hartson LLP / Washington, DC
  Mark D. Whitener, Esq., Senior Counsel, Competition Law and Policy
General Electric Company / Washington, DC
2:30 pm The Pros & Cons of Setting Up a Separate IP Licensing Entity
  Corporate organizations that separate patent ownership from product sales: which entity can enforce the patent and which can recover damages?
  James R. Ferguson, Esq.
Mayer, Brown, Rowe & Maw LLP / Chicago, IL
3:15 pm Break
3:30 pm Secure Funding: Leveraging IP to Finance the Transaction
  The transaction: using IP as leverage in financing; acquiring royalty streams and securing the rights for future streams
  Alexander Kwit, Esq., Vice President and General Counsel
Royalty Pharma / New York, NY
  Daniel L. Appelman, Esq.
Heller Ehrman LLP / Menlo Park, CA
5:00 pm Evaluations & Adjourn

Tuition

Regular tuition for this program is $695 with a group rate of $620 each for two or more registrants from the same firm. For government employees, we offer a special rate of $545. For students and people in their job for less than a year, our rate is $347.50. All rates include admission to all seminar sessions, food and beverages at breaks, and all course materials. Make checks payable to Law Seminars International.

Cancellation & Substitution

You may substitute another person at any time. We will refund tuition, less a $50 cancellation fee, if we receive your cancellation by 5:00 p.m. on Thursday, November 30, 2006. After that time, we will credit your tuition toward attendance at another program or the purchase of a homestudy. There is a $25 cancellation fee for Course Materials orders and $50 for Homestudy orders.

Continuing Education Credits

This program qualifies for 6.5 VA CLE credits. Upon request, we will apply for CLE credits in other states and other types of credits.

Location

The conference will be held at the Sheraton National Hotel at 900 South Orme Street, Arlington, VA 22204. Call the hotel directly at (703) 521-1900 for room rates and availability.
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If You Cannot Attend

Our complete Homestudy Course, consisting of a VHS or DVD recording and the written course materials, is available for $705. The written course materials alone are available for $100. We will ship your homestudy order via UPS ground within two weeks after the seminar or the date we receive payment (whichever is later).
Order Homestudy

Faculty Bios

Asher M. Rubin, Program Co-Chair, partner at Hogan & Hartson LLP, practices corporate, securities and finance, and food, drug, medical device and agriculture law. He previously served as senior vice president, general counsel, and secretary for a major pharmaceutical company where he was responsible for the company's legal matters. Mr. Rubin's experience includes SEC reporting, complex financings and M&A matters, and corporate governance matters.

Kingsley L. Taft, Program Co-Chair, Goodwin Procter LLP, is a partner in the firm's Business Law Department and member of its Life Science Practice. He regularly assists life sciences companies in their full range of business activities, including transactions involving intellectual property rights such as strategic alliances and M&A. Mr. Taft speaks and writes on a variety of life sciences topics.

Daniel L. Appelman, partner at Heller Ehrman LLP, is a member of the firm's IP Transactions Practice and Corporate/VLG Practice Groups. Mr. Appleman's practice focuses on complex technology-related transactions and strategic alliances. He was previously the chair of the California State Bar's Cyberspace Law Committee.

Stephen G. Charkoudian, Goodwin Procter LLP, is a partner in the firm's Business Law Department and chair of the IP Transactions & Strategies Practice. He represents clients in intellectual property matters, including patents, trademarks, copyrights and trade secrets.

Eric Damon is a Senior IP Attorney with IBM providing intellectual property counseling including acquisition diligence, patent studies/evaluations and licensing and technology transfer. Prior to joining IBM, he engaged in private practice specializing in IP related issues including complex IP licensing, mergers and acquisitions, and other corporate transactions.

James R. Ferguson, partner at Mayer, Brown, Rowe & Maw LLP, has represented major corporations in patent, trademark, trade secret and false advertising litigation. A former federal prosecutor, he served as lead counsel for corporations and other clients in commercial and white collar criminal litigation. Mr. Ferguson is a frequent writer and is listed in "The Best Lawyers of America" and "Chambers' USA Guide to Leading Business Lawyers."

Edgar H. Haug, partner at Frommer Lawrence & Haug LLP, is one of the firm's founding partners. He is among the nation's leading intellectual property and pharmaceutical patent litigators and has handled litigation involving patents, trademarks, copyrights and trade secrets for many of the world's leading companies. Mr. Haug chaired the International Intellectual Property Protection Committee for the New York State Bar Association.

Alexander Kwit is Vice President and General Counsel at Royalty Pharma. He previously served as general counsel for KPE, a digital and media entertainment company, and with Davis, Polk and Wardwell, where he specialized in mergers and acquisitions and securities law.

Erica S. Mintzer, of counsel at Hogan & Hartson LLP, represents clients before the Federal Trade Commission, the Antitrust Division of the Department of Justice, and state attorneys general. Previously she was an attorney at the FTC and wrote "Antitrust Law: Intersection with IP."

Allan M. Soobert, partner at Skadden, Arps, Slate, Meagher & Flom LLP, focuses on patent litigation and related counseling. Mr. Soobert has litigated numerous patent infringement disputes and represented eBay Inc. in MercExchange, LLC v. eBay Inc. He frequently speaks and writes on intellectual property topics.

Maria S. Spustek, partner at Schnader Harrison Segal & Lewis LLP, is responsible for implementing licensing programs to protect and exploit forms of intellectual property. Ms. Spustek has extensive trial experience before the International Trade Commission and U.S. district courts and is a frequent speaker on IP related issues.

Mark D. Whitener is Senior Counsel, Competition Law and Policy for General Electric Company. Mr. Whitener was previously the Deputy Director of the FTC's Bureau of Competition, where he was responsible for antitrust cases and policy initiatives and helped develop federal antitrust guidelines for mergers, health care, intellectual property and international enforcement.