Samuel Mercer Consulting

Consulting and Contract Services Pharma and Technology Development and Commercialisation (outsourced R&D, IP licensing, partnerships) I help companies with strategic planning, drafting, implementing and managing external agreements in outsourcing and other external intellectual property development and commercialisation. The key element I bring to these agreements is long experience of facilitation and negotiation among inside and outside legal counsel, specialist vendors and CROs/C[D]MOs, physicians and scientists, and executive leadership. I apply over 24 years of experience across the UK, Switzerland, the US, and Canada in technology R&D, commercialisation, and transactions (primarily in the biopharmaceutical industry), focused on outsourced clinical trials and pharmaceutical development services (CROs and C(D)MOs), as well as other complex IP-focused agreements in business development and licensing. While current and previous sponsor clients are operating in nearly all therapeutic areas, in recent years particular areas of focus have included ophthalmology (traditional and gene Tx), pain and OA (analgesic and anti-inflammatory), oncology (small molecule and biologic), neurodegenerative, and bona fide platform delivery technologies. I also work regularly with and alongside select boutique consultancies including Danforth Advisors, Tulevik Consulting, and NegotiumBio. Supplementing this sector expertise in biopharma agreements, I have helped startup companies and served on company and nonprofit advisory boards and boards of directors in a wide variety of industries (software, agriculture, medical device) helping with company launch, business development, and commercial advice, including serving on the board of directors and advisory boards for a number of early-stage technology companies; as a mentor as executive-in-residence at the VIATEC Venture Acceleration Program; volunteer mentor for students in City College of San Francisco's Biotechnology program; volunteer mentor at the University of Victoria Innovation Centre; volunteer advisor in the California Life Sciences Institute FAST program; and executive-in-residence for Life Sciences British Columbia's investor readiness programme. A significant portion of that startup and early-stage support and mentoring is pro bono. I also serve on the volunteer Education Committee of the not-for-profit Licensing Executives Society. I co-founded in 2016 and chair the Vancouver Island Life Sciences group, a volunteer non-profit and not-for-profit organisation for the benefit of the life sciences community on Vancouver Island, and aiming to make and strengthen connections between similar innovator communities across the globe. Negotiation of Complex External Agreements I have personally led negotiations end-to-end for hundreds of deals (outsourced clinical trials, CRO and CDMO alliances, complex services, license agreements, academic collaborations, M&A, IT offshoring) and their contracts, with a combined value of over USD 900 million in pivotal transactions, initially at Basel, Switzerland headquarters roles at Roche and Novartis respectively, and subsequently for small and medium biopharma. These include individual transactions of over USD 100 million and individual projects of over EUR 300 million in a number of global jurisdictions (applicable law including jurisdictions in Switzerland, US, UK, Asia, Canada). I can help lead and facilitate negotiations direct with the other party, whether they are vendors, joint venturers, licensors or licensees, pharmaceutical sponsors, or legal counsel. I provide a dual perspective that combines commercial and operational realities with lawyers' usual comfort zone of contractual risk. Outsourcing and Provider Alliances and Management I can lead or assist in the outsourcing of your complex project or functional-service-provider needs, having developed strategies, managed alliances, and run competitions for niche and full-service vendors for hundreds of projects and clinical trials for top-five blue-chip pharmaceutical companies, and a similar number from the service-provider side. I rely on long-standing relationships with key contacts throughout the industry community in Europe and North America, e.g. previously on the Committee of the UK-based Pharmaceutical Contract Management Group and periodic speaking and chairing engagements at outsourcing conferences (Outsourcing in Clinical Trials (Seattle and Vancouver, 2016 and 2017), Advanced R&D Sourcing and Procurement in Pharma (Boston, 2019 and 2021)). An early sample of thoughts on topics related to partnering, contracts, and outsourcing is this Contract Pharma paper on thorny inflation and currency-exchange issues. Negotiation and Facilitation Philosophy The most well-considered business-development strategy, or most technically advanced product/service, is of little use without a firm, trust-based relationship with your counterparty and a strong negotiator to develop and finalise contract and business terms. With increasing complexity of outsourcing and licensing deals, retaining an external agent can be a considerable advantage in negotiating with third parties. My approach is above all a people-focused and relationship-based one, emphasising transparency, long-standing relationships, and clear communication. I follow Stuart Diamond's approaches e.g. his manual Getting More, as well as Deepak Malhotra's approach to negotiation and conflict resolution. My approach is harmonious with Profs. Diamond and Malhotra and emphasises transparency and a focus on the other party. I adhere to the Licensing Executives Society Rules of Conduct and LES principles.
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	Member of Licensing Executives Society

Samuel Mercer Consulting
Canada registered business number 80752 7437 BC0001
2218 Bowker Avenue
Victoria, BC, V8R 2E4, Canada

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