ARTEV Management Platform ‘Technology Transfer Value Chain’ ARTEV Consortium Partners Dealmaking and Agreement Management Jean-Hyacinthe de Mitry Attorney-at-law - Gide Loyrette Nouel AARPI Paris (France) Istanbul – 10 December 2011

ARTEV Management Platform ‘Technology Transfer Value Chain’ ARTEV Consortium Partners I. Preparing the negotiations 1.The team 2.The business targets 3.The prior verifications 4.The negotiation strategy 5.The term sheet

ARTEV Management Platform ‘Technology Transfer Value Chain’ ARTEV Consortium Partners I. Preparing the negotiations 1.The team Whoshalldecide? Whoshallnegotiate? Do I have the necessaryinternalresources? Do I needexternal support? Technical Financial Legal. Do not underestimate the legal aspects of the deal: the team should comprise a lawyer (in-house or external). Whowilldraft the agreement(s)? How shall I communicatewithmy team? Lack of internal coordination and communication maylead to the failure of the negotiations.

ARTEV Management Platform ‘Technology Transfer Value Chain’ ARTEV Consortium Partners I. Preparing the negotiations 2.The business targets: always keep them on mind! What benefits (financial, operational, etc.) am I seeking? How do I want to reach them (acquisition, license, corporate deal, etc.)? Under what circumstances will the deal be worth making it? What is the best deal? What is to be avoided? What would be a win-win situation?

ARTEV Management Platform ‘Technology Transfer Value Chain’ ARTEV Consortium Partners I. Preparing the negotiations 3.The prior verifications Me : is everything in order? Do I own the IP? Do I need to secure any rights / enter into any prior agreements with third parties? What are my strengths and weaknesses? Them : information on the other party Its business (University, Investment company, Industrial company, etc.) Its financial and legal capacity (published accounts, receivership, etc.) Its IP (content, ownership, pending disputes, etc.) Its team (who shall I negotiate with? Are they represented by a lawyer?) The others : information on the alternatives Are there alternative parties? Are there alternative technologies?

ARTEV Management Platform ‘Technology Transfer Value Chain’ ARTEV Consortium Partners I. Preparing the negotiations 4.The negotiation strategy Assessing the power of negotiation Why does the other party wish to make the deal? Are there alternatives? What are my strengths and weaknesses? Assessing the negotiation strategy What will be my final word? My first offer? What may be the other party’s final word? What is my “BATNA” (= Best Alternative To a Negotiated Agreement)? Assessing the negotiation agenda How long should it take? Are there time constraints (launch of a product, expiry of a patent, public subsidies to receive, change in the management, etc.)? Are there prior agreements to sign (exclusive negotiation agreement, NDA, etc.)?

ARTEV Management Platform ‘Technology Transfer Value Chain’ ARTEV Consortium Partners I. Preparing the negotiations 5.The term sheet Preliminary and unilateral document listing the main provisions of the agreement in a business language (“bullet points”) Internal or external purpose Advantages of drafting a term sheet: Clarifies the main goal and stakes of the deal Outlines the potential complex issues of the negotiation Helps to coordinate the team

ARTEV Management Platform ‘Technology Transfer Value Chain’ ARTEV Consortium Partners II. Handling the negotiations 1.Conduct of the negotiations 2.Content of the negotiations 3.After the negotiations

ARTEV Management Platform ‘Technology Transfer Value Chain’ ARTEV Consortium Partners II. Handling the negotiations 1.Conduct of the negotiations : basic rules Assess the impact of the negotiated clauses on the business targets Seekadvicefrom a lawyerprior and during the drafting and negotiation phase Keepwritten traces of the respective wordingproposals: mark-ups, s, etc. Secure the negotiationswithpriornegotiationagreements Non Disclosure Agreement Letter of Intent and/or termsheet and/or MOU o Exclusivity of the negotiations o Agenda of the negotiations / duration of the LOI o Binding / Non binding

ARTEV Management Platform ‘Technology Transfer Value Chain’ ARTEV Consortium Partners II. Handling the negotiations 2.Content of IP negotiations: main clauses in patent and know-how license agreement Scope of the license: identification of the patent and the know-how / territory Exclusivity Duration Enhancements to the licensedtechnology Financial provisions (royalties, payment, controls) Handling of infringement actions Preemption right / right of first refusal Warranties Confidentiality Termination / consequences of termination

ARTEV Management Platform ‘Technology Transfer Value Chain’ ARTEV Consortium Partners II. Handling the negotiations 3.After the negotiations The agreement begins Identify and inform the people in charge of the day-to-daycontractualrelationship Identify the clauses impliying a follow up of the contractualrelationship Keepwrittentracks of the day-to-day life of the agreement ( s, minutes of meetings, accounting documents, etc.)

ARTEV Management Platform ‘Technology Transfer Value Chain’ ARTEV Consortium Partners Thankyou for your attention !