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Bringing Your Product to Market:
Key Issues in Negotiating and
Drafting Distribution Agreements
Legal Workshop
Thursday September 7, 2006

� 12:00-12:30 PM  Lunch, Networking & Registration
� 12:30-2:00 PM    Workshop

You�ve spent years researching and developing your product. It may be ready for prime time, but are you? If the answer is �no,� or �not sure,� then you won�t want to miss this presentation. An attorney from Howard Rice Nemerovski Canady Falk & Rabkin will discuss the basic questions to be answered prior to entering into product distribution relationships, the key terms and conditions required to successfully establish those relationships, and the fundamental sources of law that govern those relationships.

Join us to learn how to:

� choose an appropriate distribution arrangement for your product (e.g., sales representatives, stocking distributors);
� define the limits of the distribution arrangement (e.g., territory, sales channels, exclusivity, prohibitions on selling competing products);
� encourage your distributor to promote and sell your product (e.g., minimum payments, marketing efforts);
� choose pricing, payment, and credit terms that reduce your risk of violating antitrust laws;
� distinguish between FOB, FCA, EXW, and other shipping/risk of loss terms;
� give expected warranties but limit your liability in the event of a breach;
� build and maintain goodwill in your trademarks; and
� facilitate a smooth transition upon termination of your distribution relationship.

Tom Magnani, Senior Associate, Business Department, Howard Rice Nemerovski Canady Falk & Rabkin
Tom is a senior associate in the firm's Business Department. His practice focuses primarily on intellectual property counseling, licensing, technology, and corporate transactions for companies and investors in a wide range of industries, including the life sciences. Tom has negotiated and drafted a variety of agreements, including copyright, trademark, patent, and know-how licenses, asset acquisition agreements, merger agreements, distribution and supply agreements, medical and scientific advisory board agreements, and clinical trial agreements. While in law school, Tom served on the editorial board of the Berkeley Technology Law Journal and earned a Boalt Hall Law and Technology Certificate. Tom's representative life sciences clients include: Aperon Biosystems Corp., Doheny Eye Institute, Genetic Technologies Ltd., Juva Medical, Inc., and WorldHeart Corporation. He has represented life sciences clients in deals with Bio-Rad International, Boston Scientific, IDEX Corporation, Ethicon Endo-Surgery (A Johnson & Johnson Company), Monsanto, Perkin-Elmer, Pioneer Hi-Bred, and VWR International. Tom is also admitted to practice before the United States Patent and Trademark Office.
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