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Overcoming M&A; Challenges
Planning a Good Deal, Planning Your Exit
A Panel & Networking Reception
Thursday September 18, 2008

� 3:00-3:30 PM Networking & Registration
� 3:30-5:00 PM Expert Panel
� 5:00-6:30 PM Networking Reception

We have seen significant changes in M&A; activity in the life sciences industry, but how does that affect the future of your company and the industry as a whole? Has M&A; stalled or are deals fewer and far between but larger in scope? Alternatively, has the pace quickened but with monumental changes to the structure of a deal? Most importantly, how can you position your company to make acquisition an attractive option?

Join this panel to hear M&A; strategy perspective from the acquirer and the acquired, the investor, and the lawyer.

You will have the opportunity to meet Peter McWilliams, Ph.D. - Principal at Sanderling Ventures, and Chairman & Acting CEO of Actimis, a biopharmaceutical company currently being acquired by World Bio-giant Boehringer Ingelheim GmbH for as much as $515M - as well as Gary Titus - Senior Vice President and Chief Financial Officer, Kosan Biosciences, currently being bought by Bristol-Myers Squibb for $190M.

You will learn:
� How to identify the good target buyer, and how to approach him
� Valuation challenges and strategies
� Is M&A; your best bet
� How to structure the deal
� What to expect after the acquisition
� What are the relative advantages of pursuing a M&A; over other transactions
� What are the risks of a M&A; and how to mitigate theses risks
� How to plan a successful exit.

� Peter McWilliams, Ph.D., Principal, Sanderling Ventures, and Chairman & Acting Chief Executive Officer of Actimis Pharmaceuticals (currently being acquired by Boehringer for $515M) Click Here for Bio»
� James M. Schaeffer, Executive Director, Worldwide Licensing and External Research � West Coast, Merck Research Laboratories Click Here for Bio»
� Gary S. Titus, SVP and CFO, Kosan Biosciences (bought by Bristol-Myers Squibb for $190M) Click Here for Bio»
� JC Simbana, Director, Venture Exchange, SVB Capital Click Here for Bio»
� Lead Facilitator: Mark W. Seneca, Partner, Corporate Group, Orrick, Herrington & Sutcliffe LLP Click Here for Bio»

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Speakers Bios

Peter McWilliams, Ph.D., Principal, Sanderling Ventures, and Chairman & Acting Chief Executive Officer of Actimis Pharmaceuticals (currently being acquired by Boehringer)
Peter McWilliams is a Principal with Sanderling Ventures and has more than 15 years experience in biomedical research and management. He works actively with Sanderling portfolio companies in the role of Chairman, Director, CEO and member of the management team. Portfolio companies include Actimis Pharmaceuticals (sold to Boehringer Ingelheim), Trinity Biosystems, Artielle Immunotherapeutics, Harkness Pharmaceuticals, Calcimedica and Cylene Pharmaceuticals.
Prior to joining Sanderling, Dr. McWilliams worked at Genentech where, as a Product Manager in Oncology Commercial Development, he managed a pipeline of oncology products in clinical and pre-clinical development and was the Commercial Team Leader for Avastin. Prior to that he was an Associate with Booz.Allen & Hamilton in San Francisco where he focused on projects for major US and International life science companies. Prior to that he worked for Oxford Molecular, one of the first companies in the field of rational drug design and bio-informatics, where he helped to set up and establish their US operations prior to their successful IPO on the London Stock Exchange.
Dr. McWilliams received an M.B.A. from Columbia Business School, where he was an R.C. Kopf Fellow and was elected to Beta Gamma Sigma. He received a Ph.D. and M.A. in Chemistry from Princeton University where he received a Hugh Scott Taylor fellowship. He received a B.A. in Natural Sciences from Cambridge University.
James M. Schaeffer, Executive Director, Worldwide Licensing and External Research � West Coast, Merck Research Laboratories, USA
Dr. Jim Schaeffer joined Merck Research Laboratories (MRL) in 1986. During his first 16 years at MRL, he directed research groups focusing primarily on neuroendocrine-related projects. Jim joined the Department of External Scientific Affairs in 2003 with primary responsibility for all neuroscience licensing opportunities and during the next 18 months, he was directly involved in the signing of four major agreements. Jim moved to San Diego in 2004 to assume the role of Merck�s �Science Scout� on the West Coast, with the responsibility to identify new opportunities across all therapeutic areas at all stages of development including enabling technologies. During the past four years, Jim has been directly involved in the execution of 7 major agreements with West Coast based organizations including recent agreements with AmbrX, Marcadia, MediVas, the Gladstone Institute and the University of California in San Francisco.
Gary S. Titus, Senior Vice President and Chief Financial Officer, Kosan Biosciences (being bought by Bristol-Myers Squibb for $190M)
Gary S. Titus is Senior Vice President and Chief Financial Officer of Kosan. Mr. Titus joined Kosan from Nuvelo, Inc. where he served as Acting Chief Financial Officer and also held the position of Vice President, Finance and Chief Accounting Officer. While at Nuvelo, Mr. Titus led several successful financings, represented the company in the investment community and provided financial counsel in support of a corporate merger and business development activities. Prior to Nuvelo, Mr. Titus held senior finance positions at Metabolex, Inc., Intrabiotics Pharmaceuticals, Inc., and Johnson & Johnson, Inc. Mr. Titus holds a Bachelor of Science degree in Finance from the University of Florida, and a Bachelor of Science degree in Accounting from the University of South Florida, and is a Certified Public Accountant.
JC Simbana, Director, Venture Exchange, SVB Capital
JC Simbana is a director with SVB Capital and leads the Life Science Practice of its Venture Exchange program. Venture Exchange serves as a platform to provide quality referrals to venture firms and assist emerging companies in raising capital through strategic introductions to the right investors for seed, Series A and follow on investments. Simbana has more than ten years of experience in financial services, with extensive experience in venture banking and equity research.
Prior to joining SVB Capital in 2008, Simbana led Square 1 Bank's Life Science Practice in Northern California, where he focused on strengthening relationships with select venture capital firms and providing banking and debt financing solutions to venture-backed companies.
Simbana began his venture banking career with Comerica's technology and life science Division. Prior to commercial banking, he spent five years as an equity analyst for Moors & Cabot, Inc.'s Technology Research Group. The combination of his experience as a venture banker and institutional equity analyst give Simbana a deep understanding of a client's needs from seed-stage to IPO.
He holds a bachelor's degree in business administration from Colorado State University, and is active in several life science organizations, including Astia's Life Science Committee, American Heart Association and the American Diabetes Association Leaders Forum.

Lead Facilitator: Mark W. Seneca, Partner, Corporate Group, Orrick, Herrington & Sutcliffe LLP
Mark Seneca, a partner in the Silicon Valley office, is a member of the Emerging Companies Group. Mr. Seneca focuses on the representation of publicly traded and privately held companies in both buy-side and sell-side merger and acquisition transactions primarily in the technology sector. Among Mr. Seneca's past and current buy-side clients are Symphony Service Corp, Intellisync Corporation (sold to Nokia Corporation), Xilinx, Inc. and The Resource Group International Limited. In addition, Mr. Seneca has served as lead M&A; counsel on numerous sale transactions involving major technology sector participants, including IBM, Computer Associates International, Alcatel and SSA Global Technologies. Mr. Seneca also has significant experience representing emerging growth technology companies and their investors in formation matters, capital financings and public offerings.
Prior to joining the firm, Mr. Seneca was a senior member of Venture Law Group's firmwide Mergers and Acquisitions Group.
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