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CANCELLED! NDAs and Essential Contracts for Early Stage Companies

  • 15 Dec 2015
  • 6:30 PM - 9:45 PM
  • Constant Contact, 1601 Trapelo Rd., 1st Floor InnoLoft, Waltham (Exit 28, I-95/Route 128)
This event has been cancelled.  At this time we will not be re-scheduling.

So you have reached an exciting milestone in your business career - your company is starting to grow rapidly. Having become a recognized success, you are exploring cooperative arrangements with others. Teaming agreements enable you to expand the scope of your customer offerings. However, nondisclosure agreements (NDAs) must be negotiated for the protection of your intellectual property (IP). Undoubtedly, your potential collaborator will wish to protect their IP as well. Further, you will need to reach agreement regarding who owns the arguably new and possibly jointly developed IP going forwards. NDAs can preclude you from competing in entire markets, can disqualify key members of your technical team from participating in other opportunities and can even lead to antitrust charges. Our panel will identify key issues with NDAs that you need to be aware of.

Teaming agreements are the next step in building cooperative arrangements. But will they enhance your business opportunities or will they unintentionally restrict your ability to grow your own brand or expand your product line?  These issues are a significant concern when you are working with a larger business partner.

One form of teaming is to engage a distributor. Will the distribution contract that you sign guarantee that the distributor will promote your product? Is the territory or vertical market assigned to your products appropriate, particularly in exclusive arrangements?  A key issue is who is responsible to the customer if the product fails to perform and how is a defect remedied.

As you can see there are many business issues that can distract you from focusing on your start-up. Being aware of these issues allows you to guide your company's team carefully and efficiently through negotiations with the greatest possible success. Our panel of seasoned legal councilors and CEO will present advice based on their experiences. Join us to listen to and talk with our panelists and to network with fellow entrepreneurs who share your interests in rapid business expansion.


George Hillman, Seldon Technologies, Inc.

George Hillman has over 30 years of experience in the financial community with approximately 22 years focused in the life science field. His background spans all aspects of company growth—from concept to financing, corporate development, technology licensing and M&A. George was a co-founder and COO of Cohesive Technologies, acquired by and now part of Thermo Electron. He was the initial employee, EVP and COO of Paratek Pharmaceuticals—a company founded by Stuart B. Levy, M.D and Nobel Laureate Walter Gilbert, Ph.D. now with compounds in advanced Phase III clinical trials. Following Paratek, he served as CEO and Board member of Pintex Pharmaceuticals, a company also cofounded by Dr. Gilbert where he successfully completed the acquisition by Vernalis, Plc. George was also a co-founder and COO of HemaQuest Pharmaceuticals, a company recently based on the west coast, which has been also in advanced clinical trials for orphan drug indications. Mr. Hillman has also been engaged as a financial advisor by MaxThera, Inc. since acquired by Biota, Inc. and Hydrocision, Inc., a medical device company focused in the spine market as well as Seldon Technologies Inc., a water purification company located in Vermont. Over these extensive years, he has constructed highly profitable deals with early stage venture-backed startups to amass more than $100+ million in aggregated venture capital while securing 10 licensee agreements, 12 research agreements, and 3 sales/mergers, through an extensive network of industry as well as valuable Fortune 500 industry and Wall Street contacts.

Carolyn d'Agincourt, Director at Preti Flaherty Beliveau & Pachios LLP, http://www.preti.com

Carolyn helps businesses and institutions achieve their strategic priorities around the globe through her work as an intellectual property attorney. She has substantial experience in all areas of the intellectual property practice, including patent prosecution, enforcement and litigation, licensing, trademarks, and IP portfolio management strategies. 

In her work, Carolyn has counseled clients across a wide range of industries, from startups and solo inventors to Fortune 500 companies and major research institutions, in obtaining protection for and enforcing their rights to their intellectual property assets. She also has extensive experience in complex patent litigation and has been involved in numerous large-scale litigation matters. Carolyn has extensive patent and trademark prosecution and litigation experience both domestically and on matters with international aspects. She has obtained more than 200 patents for her clients, across a range of technical fields, including the chemical, chemical engineering, biotechnology, mechanical, medical and electromechanical arts. Prior to joining Preti Flaherty, Carolyn had maintained a practice in the Boston region since 1994, including having recently worked at one of the city's largest international law firms.

Before embarking on her legal career, Carolyn worked for several years as a chemical engineer and brings that applied technical knowledge to her work for clients. During this period, she worked as an engineer and consultant for several major companies and research institutions, including the National Renewable Energy Laboratory, Electricite de France and Arthur D. Little. Carolyn is the author of several publications and has for the past several years taught international business students the fundamentals and global dimensions of intellectual property law as a Visiting Professor of Intellectual Property at the University of Applied Sciences in Deggendorf, Germany. Carolyn also is fluent in French.

Tom Durkin, Managing Partner, Gesmer Updegrove, LLP,  http://www.gesmer.com/firm/

As a Managing Partner of Gesmer Updegrove. Tom applies the skills and experiences that he has gained in representing emerging businesses over the past 25 years. Having management responsibility for our firm, Tom understands the concerns of entrepreneurs when facing difficult decisions for their own businesses. People value and rely on Tom for his practical and business-oriented advice.Tom primarily serves as outside general counsel to emerging and middle-market companies, providing guidance and assistance in all aspects of their organization, operation and financing. He has helped many technology companies with their product development, licensing and distribution arrangements. Through his extensive work with emerging, fast growth companies, Tom has considerable experience with early stage and venture financings, joint ventures, strategic partnerships and M&A transactions.

Tom joined the firm as a junior associate in 1989, and has been here ever since. Tom and his wife, Sue, live on the North Shore with their three sons. He feels time outside the office is best spent outside and, depending on the season, enjoys cycling, fly fishing and skiing.


William R. Byrnes (wrbyrnes@aol.com).

Bill's legal practice assists entrepreneurial companies with the legal issues they face with a focus on day-to-day commercial issues involving customers, vendors, and other third party relationships.


Dr. Roger Frechette is the Co-Founder and Principal of New England PharmAssociates, a consultancy offering on-demand executive and business advisory services to life sciences enterprises. He is also the US East Coast Ambassador for Medicon Valley Alliance, a life sciences cluster organization based in Copenhagen. Previously, he was a Co-Founder of Frontiera Therapeutics, a startup developing therapeutics for vascular leaks. He is a volunteer adviser and mentor with several Boston area biotech incubators and startup mentoring programs. Previously, Dr. Frechette was Co-Founder of MaxThera, an antibacterial drug discovery company. MaxThera was sold in 2010 to Biota Holdings Limited, a Melbourne Australia anti-infectives company.  Prior to starting MaxThera, Dr. Frechette was a drug discovery and life-sciences consultant following his role as Project Director at Paratek Pharmaceuticals (Boston). At Paratek he led the team that discovered PTK0796 (currently in Phase III clinical trials) with strategic partner Glaxo-Wellcome, and the pre-clinical development program that was carried out with a multinational team of consultants and contractors.  Previously, he was Associate Director of Chemistry at RiboGene (Hayward, CA), where he built the chemistry department and managed two drug discovery programs in collaboration with strategic partner Dainippon Pharmaceuticals. He began his career as a medicinal chemist at the R.W. Johnson Pharmaceutical Research Institute (J&J, Raritan, NJ). Dr. Frechette was a Post-Doctoral Fellow at Yale University, earned his PhD in Organic Chemistry from Wesleyan University and his BA in Chemistry from College of the Holy Cross.

 Directions: http://www.constantcontact.com/about-constant-contact/office-location-waltham.jsp

Reservations: ENET Constant Contact meetings are free to ENET members and $20 for non-members. No reservations are needed for the dinner. To expedite sign-in for the meeting, we ask that everyone -- members as well as non-members -- pre-register for the meeting online. Pre-registration is available until midnight the day before the meeting. If you cannot pre-register, you are welcome to register at the door.  Cash, checks and credit cards accepted.