Bücher für Medizin, Wissenschaft und Studium

Biologie
Biotechnologie
Molekularbiologie
Pharmakologie-Pharmazeutische Medizin

An essential guide for academic scientists and physicians who are considering consulting work in biomedicine

Before signing a consulting agreement, this must-have reference will help you understand the key issues to consider—from intellectual property, confidentiality, and compensation, to often overlooked issues such as indemnity, different classes of stock, and the relevance of insider trading and securities laws.

Read Connecting with Companies and you will:

Gain invaluable, first-hand advice from the authors: a leading attorney and a Nobel Laureate in Physiology or Medicine, both with extensive experience reviewing and negotiating consulting agreements
Receive guidance for academics, lawyers, accountants, auditors, venture capitalists, and technology transfer departments of universities, hospitals, and research organizations
Understand crucial start-up issues such as 83b tax election and participating preferred stock

Contents

Acknowledgments

Disclaimer

1. Introduction

2. Issues to Consider when Negotiating a Consulting Agreement
A. Define What You Want in the Contract
B. The Contract Is a Legal Agreement-Make Sure It Is Right
1. Read the Contract
2. The Words Mean What They Say
3. If Something Is Unclear, It Might Be Wrong-or Wrongly Interpreted Later
4. Legalisms
5. If It Is Not in the Contract, You Might Not Get It
C. Do Not Assume You Have to Sign a Contract as Is
D. Protect All Intellectual Property
E. Review University Policies
1. Time Commitment
2. Disclosure of Laboratory Results
3. Use of University Resources
4. Involvement of Postdoctoral Researchers and Students
5. Conduct of Research
6. “Significant Financial Interest”
7. Employment by Company
8. Multiple Relationships with Company
9. Use of Name or University Letterhead
10. Consulting during a Sabbatical

3. What Constitutes Consulting?
A. Service on an Advisory Board
B. Conduct of Research
C. Meetings with investors
D. Serving as a Company Director or Officer
E. Advising Venture Capital Funds
F. “Expert Network” and Hedge Fund Consulting
G. Expert Witness Services-Litigation
H. Company Seminars, Speeches, Symposia-CDAs
I. A Note about CDAs Linked to Consulting Agreements
J. A Final Word Concerning Chapter 3

4. Scope of Services

5. Cash Compensation
A. Retainer
B. Consulting Fee
C. Travel Time
D. Expenses
E. Taxes on Retainers and Consulting Fees
F. Deferral of Compensation Income through Retirement Savings

6. Shares, Stock Options, and Taxes
A. Shares and Options Generally
B. Vesting
C. Acceleration Events
D. Antidilution Rights
E. Registration Rights
F. Some Thoughts about Taxes
1. Introduction: Caveats 47
2. Overview
3. Tax Risks
4. Ordinary Income (Loss) versus Capital Gain (Loss)
5. Section 83(b) Election for Restricted Stock
6. Gifts and Estate Planning
G. Fair Market Value
H. Royalty Interest
I. Interest in a VC Firm
J. Liquidation Preferences and Participating and Nonparticipating Preferred Stock
K. Conclusion

7. Confidentiality Obligations
A. Confidential Information in Your Possession
B. Company Confidential Information
1. Obligation to Keep Confidential
2. Definition of Confidential Information
3. Exceptions to the Definition of Confidential Information
4. Access to Your Manuscripts

8. IP Rights
A. Ownership Rights
B. “No Infringement” Covenant
C. “Works for Hire” and “Moral Rights”
D. Power of Attorney
E. List of Existing Inventions

9. Noncompetition

10. Time Commitment

11. Term and Termination

12. Multiple Relationships with One Company

13. Start-Up Issues

14. Other Clauses
A. Indemnity
B. Governing Law; Legal Remedies
C. Use of Consultant’s Name
D. Consulting for Affiliated Companies; Assignment
E. Survival
F. Independent Contractors
G. Representations and Warranties-Your Guarantees

15. Use of Consulting Entity

16. Conclusion

Attachment A: Basic Consulting Agreement
Glossary
Notes
Index

General Interest Titles; Medical Science; Laboratory Manuals/Handbooks