Licensing Negotiation Prep: Key Strategies

[00:00:16]today you are in for an absolutely wonderful treat as i mentioned earlier i've gotten to know john through his advisory work with our early stage clients at mars he's a seasoned executive with 30 years of experience a majority of which i believe is with jnj in roles of vp business development and then in svp and strategic alliances in addition to that and just so i have the firm correct endopharmaceuticals john was recognized as an absolute expert in developing strategies around strategic alliances so his background is exceptionally relevant to this i encourage you to inquire and make any questions rather that you may have to to john exceptional speaker and without any further ado i'll turn it over to john and i see a flip chart here so it should be an inspiring hour and a half john great thank you right thank you dawn appreciate it yeah no thank you thank you everybody for coming i mean such wonderful weather outside this is really quite an impressive turnout and i'd also like to thank cibc is sponsoring uh this particular session um you know before i get going i'd i sort of like to get a sense of where you're all coming from and we're going to be talking today about how you get prepared for negotiations so just by a show of hands can you give me a sense of who here has been on a negotiation team before whether you're the leader or part of the group oh this is good now who's actually been a leader of a negotiation before okay great well you know what we're going to spend some time today talking about then is the importance of how you prepare for negotiations and i'm going to color and my remarks and use examples primarily related to licensing negotiations in the healthcare space but i think what you're going to find is that the principles we talk about are generally applicable to virtually any kind of negotiation that you get involved with and the preparation piece for negotiations as i've come to appreciate over a number of years is at least as important as the time that you spend in direct face-to-face negotiations there's a lot you can do beforehand and we're going to touch on a lot of that today so i want to talk a little bit about what do you do before you press the negotiation button and just to help us get prepared for what's coming next partly so you can anticipate a little bit about what you might like to to see and also make sure that i cover off what's important for you i wanted to kick off with a little bit of an input session keeping in mind these objectives for today i'd like you to feel you're walking away with an understanding of what good preparation looks like for a negotiation and secondly come away with some reasonable ideas of how to improve your efficiency and effectiveness in preparing because we don't always have as much time as we would like to prepare for negotiations and at the end i will touch on what you need to do when you have an emergency situation in that you know you find that you're going to be in a negotiation tomorrow and you just don't have time to do everything where do you want to focus and lastly i wanted to identify some resources for you for additional information things that i've found useful over the years in helping align my thinking and improve my efficiency and effectiveness um there are a couple of ways that um major ways that people think about how to approach negotiations um on the left i'd characterize that as it's it's the lose approach i'm going into battle i need to get what i need in terms of value and as far as risk sharing is concerned and the devil take the hindmost there is another school of thought with a lot of variations which essentially says both partners are coming to the table with different things and a negotiation is a joint problem solving exercise how do you get the lock fit the key and you get something that actually works well i have to tell you i have seen both i have been in both those situations and i'm strongly on the right um they're i worked in one environment at one point where the lead negotiator believed that uh it was important that he be perceived as a hard negotiator that he didn't leave a nickel on the table and i can tell you when you try and salvage a relationship and an alliance after that is really an uphill struggle because it really sets the tone of the relationship and quite frankly as we'll talk about you may end up leaving an awful lot of value on the table if you don't put your minds together and think about what value can you create and how are you going to share it so that's my bias going through this so maybe a little group input i mean from from those of you who have been thinking about negotiations have been involved in negotiations have led negotiations i mean maybe we can capture just a few thoughts from you about what are the things that you think are most important to figure out or to do before you actually sit down and start negotiating any thoughts here's one goals from both sides okay let's grab these so figure out goals another understanding your partner their needs and yup understanding partners needs at once yes okay other thoughts timeline timeline to a decision okay another one on the clinic value item the value of what you're bringing to the table yes okay your value added good okay and there's all right couple more yes sir types of partners okay i'll call them potential partners and one more you and your partner alternative if you donation we're going to spend a lot of time on that that's a good one what alternatives do you have there's a few key elements we're going to talk about today and that's an absolutely critical one a number of these are all going to be blended into the preparation that we can do for this now i should also set some guidelines here i love interactive presentations so if there's anything that is unclear to you or you have a point that you'd like to add or clarify you know feel free to just jump right in does that work yeah okay so i've got four major sections i want to talk about today the first is around due diligence you know what kind of things can you do to investigate your partner and understand where they might be coming from second and this is a big section is preparing your negotiation playbook and a lot of that is helping you and your team understand what you're working with and how you should be thinking about things i've got some thoughts on how to shape the negotiating environment which can help improve your position in negotiation and lastly the process of selecting and preparing the negotiation team uh is is rather an important one i have a friend who look who worked uh at one time for rhone pulink roarer and uh if you know the history of that pharmaceutical company it was rhone palenque and it was roarer and there were other companies and over time all of these companies kept getting agglomerated together and she had to lead a negotiation team and just trying to get everybody on the same page was incredibly difficult and she said you know it's bad enough when someone on your negotiating team puts a proposal on the table that none of you have discussed before she said but it's worse when the rest of the team gasps so those kinds of things can be important and it's a small detail you may think but it can be a rather important one as we go through so in terms of due diligence there is an amazing amount that you can figure out before you sit down at the table and some of the key questions you want to know about is what is your partner's strategic focus the thing that you're sitting down to discuss i mean assume that you're the company that has some intellectual property or a product and you're looking to a partner to co-develop it or co-sell it or take it forward you want to know that they think that this is important to them it's just not a backwater in their thinking so you want to know what their focus is and how you fit second question is are they financially sound are they going to be able to carry through with what's planned whatever commitments are involved so that this whole process is likely to work but some of the other things that that you can do that are often very helpful and it comes back to one of the points here about i think negotiation style that that you had raised is how do how have their past partnerships worked and in the health care industry there's quite a lot of public information about partnerships formed a little harder to see where partnerships have been dissolved sometimes you may have to take a look at sec filings or annual reports or sources like windhoven or recombinant capital that's what recap is but that will give you an idea of the waterfront is this a company that churns through partnerships for what kinds of reasons have partnerships been dissolved and the personal networking piece is phenomenally useful i think one of the best tools for negotiators that's come out in recent years as linkedin that you can find people that you may know already who have worked at that company or who know people at that company and you can get a sense for what were they thinking when something happened and how do they approach these things and this process helps you identify issues it's almost never a knockout in terms of saying well i'd never deal with these people but they should be getting raising questions for you as you go into the negotiation of is this going to be an area of friction or possible risk then i'll need to manage during the negotiation process a fourth option which can often happen these days where technical due diligence may happen before the negotiation process is well underway is if you have a group of individuals involved in technical due diligence help them get you the information that you need if you can understand if you've got an idea of some of the issues that you've got about you know how does this company make decisions how long does it take you know how many forums do they have to take things through before they can reach a decision i'll give you a sense one one company large company pharma company that shall remain nameless spent a fair bit of time with me once explaining how um wonderful their decision-making process was that was all carefully organized with inputs and not particularly long and and therefore they could be extremely responsible um when i started doing networking i found that what i wasn't hearing was that that company required a hundred percent consensus before reaching a decision so while they could be fast in practice they weren't they were extremely slow and and you know for any of you who've got intellectual property or products to develop um your sense of urgency about moving things forward is almost always going to be higher than a larger partner that has a portfolio of things to work with and so that's one of the key questions that's useful to find out so your technical due diligence group in those informal interactions with their counterparts as they uh check information and do all the rest can gather uh quite a bit of useful information before you get to the table so we'll move on to the playbook and we're going to spend a fair bit of time here there are a couple of of key things to keep in mind there's actually quite a lot in here that you can do but i think what's by the way all these slides will be available on the mars website i'm not exactly sure how quickly they come on but they will be on um and if any of you want copies of this i'm happy to give you my card or you give me your card and i'll make sure you get a copy of it a couple of key key principles some people come to the negotiating table with positions you know i must have this and this is pretty clear carefully defined the real thing that you're looking for is what is it that they need at the end of the negotiation to go forward and it's often not this it's a little bit amorphous this that can be satisfied in a bunch of ways which leads us to the second point a fair bit of time spent in advance thinking about how many different ways could i address my interests and the interest that i think my partner has goes a long way because at the table you can start serving them up having thought them through and you can move fairly quickly in a negotiation i'm going to point you here to a reference that i found particularly useful when i first got involved as as a negotiation leader i had supported negotiation teams for a number of years at johnson and johnson but as i moved into the negotiation leader role one of the best negotiators at j and j sort of sat me down and he said this is one thing you have to read he said this this book which comes out of the harvard business negotiation program is a is a classic examination of a joint problem-solving approach to negotiations and i found it extremely useful as i've worked through a lot of different kinds of negotiations including where the other side was rather difficult to deal with so it's one i can highly recommend to you and they also offer a course which i'll touch on at the end for those of you who have the time and the well and the resources because it wasn't cheap but at the time i worked for j and j so that was rather helpful there are seven key elements um that i look at in terms of what the playbook should include um and i'm not going to dwell on them now what i want to do is dig into each of them as we go forward so the first one and the comment came up what interests do you have what interest does your partner have this is all about what is it that you need or you care about coming out of the negotiations and so it takes a reasonable amount of thinking it's not just how much money do i want to have how quickly do i want to have it and how much risk can i push over to the other side it also comes down to things like how are we going to work together what kind of knowledge will be shared how will my other company's aspirations perhaps be served by this as many of you know that first license that you may do as a small company if it's an established partner it can sometimes make the reputation of your company as a serious player that could well be one of the interests that you have and as your company gets larger it gets harder and harder to satisfy that second bullet which is how do you get alignment between all of the players in your company of course even when you're starting out you may have investors who have different ideas about what should come out of a licensing agreement you may have your board you may have your co-founders or key management who all have ideas and i can certainly tell you that in a decentralized company like j and j this was the hardest part of the whole process which was to figure out what is it that you're going to be trying to achieve in the negotiation um and what limits are there that you'll have the freedom to negotiate within before you have to go back and check and get you know empowerment to to go forward that took a tremendous amount of time once you had it of course you could move fairly quickly and of course as far as the other partner is concerned on the other side of the table if you've done your due diligence activities well or you've networked well or you're knowledgeable about the industry i think you get a pretty good idea about what their business interests are and you're still going to check them in the negotiation but you'll get a good idea what's also helpful though is to have some understanding about what the personal interests are of the negotiator on the other side of the table it can do a lot to help things work well or not well and i think as you've come to appreciate those of you been in negotiations you need to build trust with your alternate number to be able to get anything done and if you can't do that it's a real uphill struggle and sometimes not possible now i don't mean you know personal interests in terms of do they like to golf for you know i'm thinking in terms of you know what are what are they going to get out of it some new negotiators feel that they need to prove themselves as negotiators and you find a variety of behav behaviors in front of you sometimes proving that they're a hard negotiator or that they've done all the homework in the world and they know everything and there's nothing that you can tell them or you know just feeling their way there are a lot of different things and that where they're coming from can help improve or you know get in the way of what you're trying to do and there are people of course who are in the negotiation game who are saying as soon as i finish this deal if i finish it well then i get a promotion and all this kind of stuff so it's it's really rather useful you can do some of that research in advance some of it you really need to sit down with your alternate number as a negotiator you need to find some social time away from the table and just get to know your alternate number and what's important to him or her i think you'll find it almost always pays real dividends um here's one of the uh constructs that i find quite useful when working through this and and it it plays out when you finally put your partnership together as well the access to the left here is if this deal is done what's the strategic importance to your company and high and low and on the bottom what's the strategic importance to your potential partner and so the red boxes are where you get into trouble so for example if the strategic importance to you is high but your partner really doesn't care much about it you have the potential of being in the role of the you know enthusiasts you're saying oh we could do all this kind of gun and your partner is saying this go away you know this is really not that important we'll discuss it at our next quarterly meeting which is like two months and three weeks away and on the other side what can happen is where it's really important to your partner and your partners is a bigger company than than you are and it's really not that important to you your partner may end up being a bully in all of this and that's not a very pleasant relationship to the end what can happen in the other boxes though is for example it's really not of high strategic importance to either of your companies and that has implications for how you structure the governance and set up the requirements for how your companies will work together to what extent your senior executives are involved and form a relationship around this may well be low when it's just what we call a simple pairing kind of alliance but where it's strategically important to both of you then it gives rise to a certain number of other kinds of behaviors and this kind of mapping is helpful to understand where you are in the negotiation process where your partner's coming from and where you're coming from so fairly useful construct um moving on to the second point around options this is i i think almost all of you have probably heard before of you know when you approach a negotiation you have some idea of how big the pie is to be uh divided you have a product you have a view of how it might be commercialized it has a certain value and so you're going to split it all up one of the really interesting things about negotiations is if you can find ways that the pie gets bigger so it may not be just the traditional things of oh we could serve additional audiences or we could figure out how to partner in other contexts so that it has a larger application it could also be that because of the assets and skills that your partner has and that you have you could create additional value that could then be shared your partner may have things that you thought you had to do and if you can figure out a way that they can do it for you at lower cost the value of the whole deal goes up those kinds of things so those are good options to have secondly you may also find that the way you thought about how the deal could work might not fit with how the partner has allocated their assets across projects and so thinking ahead of time saying well if i was expecting them to do the medical affairs work for example to support this product going forward and they say they can't what other sorts of things could we do i mean other than just not doing the deal how else could we satisfy that particular objective so as you think about it in advance you'll probably figure out some of the areas where they're likely to be sensitive and that's where you'd focus your attention around options some will always come up at the table but again the more you can figure out beforehand the faster you can move things along we talked about alternatives the suggestion here was what alternatives do you have this is this is an absolutely critical concept this is probably the most important thing that you can figure out uh before you sit down at the table um so think think of it as an example in the context of i have a meeting to go to and i want to use the time to prepare for the meeting so my alternatives could be i'll fly i'll take the train or i'll take the bus but you know when you think a little bit deeper and we all do this you have other alternatives too i could telephone in i could ask that the meeting date be changed so that i could spend all my time doing the work that i need to do now or i could just call off the meeting and say look i really don't think we need to have this meeting because the issues are so clear and this is really the thinking process that you go through when you develop a what we call a batna who who has heard of batnus before oh what a well-educated group this is really good um so this is the best alternative to a negotiated agreement and uh you don't want to be at the table negotiating and have no idea what your alternative is this this is a recipe for disaster um it it will become clear in the discussion that you don't have an alternative if there is a good negotiator on the other side he or she will figure this out because part of the negotiation is to communicate your batna so that uh the other side has some sense of where you're coming from and what your alternatives are and i mean clearly one of the good ones is other potential partners that you could negotiate a deal with another common one is that should you have a credible position that you have the finances and you have the skill sets that you could continue to independently develop the asset and then at some later date when it's worth a lot more than what they'd have to pay right now then you would perhaps look at partnering or perhaps take it to the market yourself other things you could be considering merger or partnership activities which essentially would take the asset off the table and never available to that potential partner again it might work for you and you may find that there's some other creative options that you can put on the table so i can't stress enough that this this is a really really important activity because if you don't have a batna you have no idea at what point you walk away from the negotiation that it doesn't do anything for you and in and it does happen that sometimes you don't have an alternative that's a really painful situation to be in so it's worth a lot of thought to figure out if i if if this deal just doesn't feel right what's my alternative sometimes you find as you investigate the alternatives the alternative starts to look really good and you say well why didn't i think of that before why why did i just assume that i had to go find a partner i could do this myself for example um third point here is legitimacy you know a large part of the process of negotiation is is not just working through the issues at the table but it's also helping prepare your partner to go back to his or her management and help them understand why it's a good deal for them to accept your point of view um and as you think about the things that you want um i was having a discussion with eugene here just a moment ago who's just getting started on a negotiation and he's looking at well what benchmarks are out there and so what's what's fair if they're going to make an offer to me what is going to be a fair offer and so some of the things that you'd be looking at the industry benchmarks have there been precedence in a particular space are there principles even sandbox principles you know like you know you you cut the pie and i choose the piece um those kinds of things are rather useful constructs to go through it it has real benefits for you in terms of the joint problem-solving approach it shows that you're not just being an intransigent individual who says i gotta have this but it's it says look there's a fairness approach that we're trying to to get to an equitable solution that works for both parties and it's based on principles of fairness and your partner can explain it to his or her management which is often the critical part so this is this is something that you can do in advance should do in advance and think about how do i justify what i'm looking for there are a number of other elements in this communication this is if you've ever worked in a uh environment where you're dealing with a partner that comes from a different country or a different culture um and whether it's been in a negotiation or not you've probably all had the experience of having to work really really hard on making sure that they understand what you're saying your use of visuals your use of language restatements all of those things checking for understanding to make sure that your message is heard my family still teases me about the time that i was trying to teach my three-year-old niece about how to put ornaments on a christmas tree and i kept talking about now you take the branch and you take the ornament and you stick it on the branch and do all this and at the end of it she goes what's a branch so good lesson so if if you have a sense that people are going to be coming from a different place like they're just they're going to be listening to you through some filter and you're not sure you're going to be heard then you may think more carefully about how am i going to ensure that they understand exactly what i'm offering here a second part here and we did this a little bit at the beginning is if if you start thinking about what you think you should hear from the partner as you're going through the negotiation it tunes your mind to what to when they say something different so it's not that you tune out but if you think that your partner your potential partner is going to say this and this and this and this and you're listening and you're going okay they said this oh they didn't say that or they said this differently those are really good clues for you that there may be an interest for you to uncover and dig in and find some value so that part of communication is quite useful um i touched on this at the beginning around relationship the the tone that you work with in your negotiations does carry through into a collaboration now you can think of negotiations where it's strictly transactional with a partner that you're never going to see again where the relationship may not be that important it may not be completely unimportant that may not be that important for example your reputation in those kinds of things sometimes does get out about how you handle yourself but if you're going to work in a in a put together an agreement that involves your company's collaborating uh and and trust me i have seen this that where you fight over that last nickel on the table um it it comes back to bite you in the collaboration and and in a number of ways um for example um having worked for johnson and johnson um and actually having led the global commercial team for erythropoietin i can tell you that the relationship between amgen and j j was toxic absolutely toxic and the two sides spent oh probably a couple hundred million dollars on legal fees you know while they generated billions of dollars of sales from from the product but it consumed incredible management time downstream and it uh there were endless opportunities for collaboration that were foregone because the companies just wouldn't talk to each other and it all came out of the negotiations and and there was there was fault on both sides but by the time the deal was signed amgen had no batna and jay and jay knew it and so the deal that was done was not particularly favorable to amgen but their alternative was going out of business so they felt very bad about the whole situation and they spent the next 15 years well probably still are because they're still in partnership working out that um issue so part of what i'm trying to get across here with the example is if if you approach the negotiations in a joint problem-solving kind of way and i don't mean that you make concessions as you go along just to make the other side happy what i'm talking about is that you actually sit make sure that you're defining the problem and get your thinking involved in this and and don't get confrontational about all of this it is a really good start for a collaboration going downstream as far as commitment is concerned um if any of you have worked with um who's an attorney in the room excellent okay um attorneys roles in the negotiation among them is to help you as a business person understand what are the risks inherent in doing the kind of deal that you're doing and a good attorney will identify those risks and will suggest ways in which they can be managed or mitigated or otherwise taken away but a good attorney will never run out of risks and oh you've been there so eventually you're going to have to say okay i think we have enough to be assured that we can move forward in all of this so part of what you're going to be doing in your planning is thinking through what does done mean what are the things that i'm going to need as commitments from my partner to ensure that this deal will go through and what are those risks that have to be managed um i can't tell you the number of times i've had the discussion with people who say i got into this deal and then the partner just sat on it or took three times as long to do things and there were no consequences in the agreement it just took forever and then after we lost our chance to be first to market or have the leader's advantage they said okay we're not interested anymore and here you can have it back and you've essentially lost a tremendous amount of value i mean keep in mind most of the agreements that you'll negotiate particularly in licensing agreements the true value of the agreement is downstream it's not in the signing fees it's not in the initial milestones usually those help you recoup expenses along the way the real value is that it gets commercialized and it is a success and the royalty stream comes in and it's and it's a good deal so those kinds of things where the partner drags their feet or gets distracted by other things or decides on a another technology to pursue rather than yours those are real concerns in the agreement and so thinking through what it is that you really need your partner to do to maintain that first to market status or whatever and then thinking about what are the consequences that are appropriate to negotiate is a really useful discussion and consequences can include all sorts of things uh i know you've heard of minimum royalties always a tough discussion with a with a big partner minimum investments can happen sometimes you can attach milestone triggers to certain consequences for example if you expected that a regulatory filing was going to be made my gosh no later than four years from the day we signed the agreement and you get there a consequence might be that the agreement at your option becomes non-exclusive that you can go out and license somebody else to compete they lose a tremendous amount of value it's quite an incentive for them to actually hit the milestone or get out of the deal those kinds of things are really worth thinking about up front i'm doing all the talking is it none of the no questions you guys are all good with this okay i want to talk a little bit about shaping environment um and and i don't mean that you know you arrange the lights to be in your partner's face or you know that your side of the table is elevated eight inches so that you're looking down on them or any those those things are fun but they don't really work the things that you can do before you get to the table um among these if you can is create some buzz about what it is that you're doing um among if if nothing else you get more potential partners alerted to what it is that you're doing and your your batna improves in that regard but what it can also do is that um and and these kinds of things could be posters at conferences they could be a variety of things that gets noise out about what it is that you have to sell and it can improve the acceptance of your partner's management for example with the deal like oh yes i've heard about that that's that's the new thing and this can help using public statements to reinforce key interests if you think you've got a particular issue in your negotiation ahead and you want to send a strong signal that you are after a particular thing ceos speaking at industry meetings messages in the annual report a variety of things that you can put out there and are discoverable by your partner can help frame where the negotiation starts and if you've got a particularly strong asset and you want to invest the time and energy to get this right that's one of the things that you can consider i worked with a i ended up doing an agreement with a small spanish company that was the best i had ever seen at getting out information about the development progress of their oncology product and for those of you who spend time in the pharma space this was at the time that erbitux was just about to be licensed by or just had been licensed by bristol meyer squibb for something like a billion dollars up front and so everybody who had an oncology asset was saying well that's the new deal everybody gets a billion dollars and so what what they were doing was remarkably good about talking about their asset and how it was coming along in development and when they sat down at the negotiating table they had 10 potential partners all there all ready to send in term sheets it was for them it was just my goodness you know like christmas time um i the third point here i i think most of you can can understand that uh if if you don't have a a technical champion or a business champion with your potential partner for the deal you're trying to negotiate it's going to be really hard sometimes to get that deal done particularly if the company you're dealing with has a portfolio of things that they could invest in and recruiting champions isn't always simple but there are some tried and true ways to do it one of course is that for your scientists to spend time at conferences where the scientific staff from your partner company are likely to be and get them engaged in the technology and thinking about how it could benefit them and so that they will be supportive of it when the licensing negotiation starts your business your senior business people if you're not that person spending time talking up the opportunity and trying to get someone at the company excited about how this particular asset would fit their company so if you don't have a champion it's hard to do the negotiation but what's also difficult is once you do the deal you're at risk for the agreement getting lost if you don't have somebody in the company who's willing to fight for the asset and to help move it forward it often can get lost very important part of what you do a last point i touch on here is identifying and developing back channels of communication and i don't mean that you're going around the negotiating team what i'm what i'm trying to give you a sense of is there's a certain amount that happens at the negotiating table which can be staged it can be also just an unfortunate you know emotional outburst kind of thing and you say oh my god what's going to happen now it's usually helpful to triangulate or be able to triangulate on what's really going on at your partnership and so what's often common is for example there are board member connections that you can identify and if you need you can use there's personal connections between your staff and staff at the other company that without breaching confidentiality you can get a sense for wow we had a really tough meeting yesterday what's the feeling there these things can help you as you go through the process can you ask a question sure um when you're creating the positive buzz does that spoil the chances of your best alternative like would they feel like how come we're not the ones at the table instead of those guys like is that possibility okay so did everybody hear the question oh so the question was if you're spending energy building the buzz for your opportunity could the potential partner you're perhaps already in discussions with um feel like you're not serious about doing the deal with them if i could paraphrase no like you know how you said always have a bad nap yes like an alternative like plan b um so you're going with partner a and creating the positive buzz around partner a and your oh now i understand part in the b field why am i not a partner partnering okay that's a great question typically you you don't talk about who you're in discussions with for a partnership that's that's usually one of the givens at the beginning as you sign a confidential disclosure agreement there's usually a clause in it that says and neither party will say that they're in discussions with the other party until the deal is closed because it could be embarrassing you know who wants to be a suitor who is uh then you know unsuccessful so everything is kept quiet so no that's a good question the buzz is all about the asset how useful the asset could be how much it could change the field of whatever it is that you're working in so that it makes it a desirable asset but yeah you're absolutely right if if you were to say oh yes we're in discussions with partner a and and we really like them that sort of closes the door to a lot of others you're right yes question uh yeah the question i was just getting um for someone who's a neophyte in all of this how do you get dress rehearsals oh um you mean how do you practice these things yeah because the first thought would be well how about if we approach a partner who uh we're not that concerned that we fall soon we get lots of practice in being able to go save other partners we would like to do the deal if you're absolutely certain that you're not going to do the deal with that partner then i wouldn't do that no but if there is a possibility that you know you may discover something in the process of negotiation i mean you think i'm just thinking this through some companies are resourced well enough to at least carry out preliminary negotiations with five six seven potential partners uh most companies feel they have to narrow the field substantially uh before they get to the end i'm an advocate that if you can possibly do it always keep two parties at the table until the end don't tell anybody that they are out of the game even if you're pursuing things rapidly with one partner try and keep your alternatives together as long as you can but to the sense of of practice there are uh places that i mean there are courses that you can do where you get actual practice with the techniques of negotiation that's possible to do but i i think your your ethical sense is pretty good there if you know you're not going to do a deal at all with them it's really not appropriate to put them through the excitement and energy and effort and then say thank you for you know training our group i can see why you would want to but any other questions yes as a new venture startup um what are some of the major markers generically speaking that one could look for in the negotiating room that your negotiation is going a little awry a little downhill oh that's a good one um the question was what what what might be some of the early red flags right that uh the negotiations aren't going uh where you want to um one of them is how quickly people return phone calls that's that's a really good indicator you know things are going along and all of a sudden you can't reach the other negotiator oh he's traveling or oh she's in a meeting or she'll call you and you go this doesn't feel good um i think another is you can sense a tone in the negotiation room when you get together that if the you'll see a change um typically if they've been reasonably cooperative and going through you can you can see all of a sudden they're more dug in and it and it's appropriate as the negotiator to say i've not i've noticed this by the way you you we both seem to be on the same page about solving these problems but right now you seem to be a little different what's changed and you know most people that you work with at least in the healthcare environment come from a pretty strong ethical background and you ask a direct question like that you'll often get a pretty good answer that tells you what's going on but it's worthwhile asking the question anybody else have red flags to contribute that they've seen where you sort of said this was the first signal that things weren't going well what what they were on your side and they moved to the other side of the table moving forward it talks about the pharmaceutical industry and that this one company done a billion dollars right yes but i guess you know it was you know in the form that in the public college across the business that it takes a company sometimes 15 years to develop a product to come to that point and they might have spent say 800 million or 950 million and they're only really making like 20 million you've been reading the tufts university reports haven't you yeah exactly those are the kinds of numbers that go on so like i was always going to check to see how long it takes to bring a product to the market and you might get a billion but it might cost you a billion too and everybody sees a billion right well well that's a good comment i mean some assets are are worth that much um this particular case was actually a fairly early stage asset it was in phase two so it was an unprecedented amount that was being paid for oh it had been in clinical trials um and they had demonstrated that it probably would work and bristol myers and and this comes to the point eugene that you and i were discussing beforehand there's you can do a a variety of ways to value it but the point was it was of more value to bristol-myers squibb than it was to anybody else because they had this whole inventory of oncology products and they believed that if they licensed in this new one they could extend the patent life and usefulness of everything that they had in their portfolio which made it worth they said because they paid it made it worth more than a billion dollars to them to have that asset and nobody else would have had that value they would have said well i can sell this for so much and it will generate this much revenue on its own so that's what it's worth yeah with a perpetual patent that's going to be well it was a multiplier value that would that was i mean that's that's the the sweetest uh kind of valuation that you can find that this is a component which generates a huge amount of incremental value that's a nice beyond the product itself it's also the underlying value that creates a touch to all the other eggs that's exactly right yeah makes a huge difference that's what eugene wants to find for his product yes sort of another suggestion paid for some demonstration or some project you could stage game early on they're willing to pay if they're serious they can get it for budgeting yeah that's that's a great question see if they're willing to invest a little time energy resources to move things forward or if they're just saying yeah let's just play they can wake you up for a while yeah there's um the other the other one that i found too is when um typically the part the potential partners are not in the same space so there's there's this discussion about who's going to fly to whom to you know have the meeting is when they stop being willing to fly to you there's a sign management changes oh well the question here was well what happens if management changes that's absolutely you re-check in with your counterpart and say you know great news fantastic congratulations what does this mean or you just did a deal with another partner for a product that sort of looks competitive what does this mean yes we're still interested in you so let's talk a little bit about selecting and preparing the negotiation team one of the early things that's helpful to understand is who will be the negotiator on the other side because as you do your due diligence you can get some sense of how they negotiate to your question of style and also helps you sort of understand where may where may they be coming from what's their position in the organization uh who are they likely to have direct connections with and be able to influence second one is is you need to designate your negotiation leader and i put them in that order specifically because you don't want to be in a situation at the negotiation table where you have much more decision-making authority on your side than they do on their side this is this is a classic one where you you find as a junior level negotiator you are actually dealing with the ceo of the other company who really doesn't have a lot of people to answer to and you know that he has the board in his pocket as a junior negotiator that actually puts you in a very strong position to exact concessions that the other party can never walk away from and so i suggest that finding out who the negotiation leader is for the potential partner has a direct bearing upon who you're going to designate as yours now that said the other thing you always want to make sure about is that you make clear to the other party that as a negotiator you always have people to answer to you have your board you have your co-founders perhaps you have your management team you have shareholders that you need to look out for so all of those things should give you enough wiggle room to say you know on the face of this i well i can't commit to it today i think that it all looks good and you can think about it if it's not clear for you defining roles of the other team members the example i gave you of my friend from rome palenque roarer it should be just the team leader the negotiation leader who is putting uh firm proposals and concessions on the table it shouldn't be the rest of the team unless you have all worked it out in advance uh it becomes chaos when the other side doesn't know who am i negotiating with or they'll make it chaos for you and say that was a great idea i really like that thank you for conceding that just no no no no that's not what we were talking about working with the team to understand how your playbook looks is helpful now i don't know if i'm confusing any of you about who the negotiation team is um for me typically it's it in the later stages of the negotiation typically i'm working directly with a lawyer and i may depending upon the issues that i'm looking at be working with either a finance person or a technical person but it's not a big group of people in fact less is more typically as you work through these things you may bring in people to address specific issues and talk them through but your core negotiation team typically is a lead negotiator and an attorney and there may be some other specific discipline that you need to have there but those those core members should know what the playbook looks like and where you're trying to go and lastly sometimes we forget that the companies that we're dealing with are sometimes publicly traded and so it's uh very worthwhile to make sure that uh the ground rules are carefully laid for the team that we really can't say that we're even in discussions with this other company and it certainly would be the wrong thing to do to talk about any of the issues that we're talking through or anything else that has to stay within the team but there's another aspect to it too particularly if your company is a reasonable size and that is that a lot of people get interested in the progress of negotiations and it is a favorite grapevine topic oh i hear you're talking to so and so about this and you don't want to feed the grapevine with stuff that people speculate on and so coming back from a negotiation meeting and having one of your team members saying oh we had a really rough session and we couldn't really get around this issue and here's what they wanted and aren't they terrible people and you'd be amazed at what the grapevine can do with that and that that will hurt you in terms of getting your company to feel good about moving forward with the negotiation so it's a really good conversation to have with your team so those i mean there's a fair amount of time we've spent on the seven key elements of how you do thoroughly prepare for these questions yeah uh you've talked about when you're preparing the alternatives to a deal what about again in licensing it's what about alternatives to currency because ultimately you're talking about a price so yeah whether it's actual dollars transferring or services being exchanged what are some examples you can give on what you should prepare or whatever it is the actual currency of the transaction oh okay so the question was around what how should you approach the currency of the transaction about what kinds of value will be exchanged as part of the deal you know i think it comes back to what your interests are it if it turns out that what you really really need is i don't know lab space and a couple of head count who are dedicated to a particular activity that might be part of the currency of the deal and so you may build it in and say uh you company a who's going to be my partner will fund two ftes who will be dedicated 100 of their time to working on new formulations for this particular asset for three years and if that's signed off that's part of the currency and you'll work in ways that you can audit that to make sure that it's actually happening you know things like getting reports um necessary an actual right of audit you can go and check their um hr status and you know go in and make sure they're doing what they're supposed to do um so not everything has to be reduced to dollars to to to split if that's where you were going to say that well you're contributing a hundred thousand dollars but you're contributing three ftes what's that worth you'll discuss all that at the negotiating table but i'll bet you at the end your interest is that you get the right kind of people for the right amount of time with the right skill level doing the activity and that's good and who knows they may be underutilized at your partner company so that's a you know that's a win for them too i'm not sure if i really got to where you wanted to go with that question because at the end you're negotiating up the price and what i'm saying is you know there's different things you could trade off so how much or what are some what are some suggestions you could get for what that whether it's a dollar price or in licensing here are some typical things that you consider right in addition to you know in uh alternatives to dollars changing hands so for example space you know you know deferring payments uh different i'm just wondering if you have any other first refusal okay you know how i look at it is there's there's really um there's really three things that you're you typically really fight over uh in the agreement and and dollars are not typically the top mostly it's around risk who's going to carry the risk going forward and that means who's going to have to invest money before you know if there's going to be a return another one is control who gets to make the decisions downstream when we get to a place where you have to decide about further development investment can i make the decision to make you invest the money i mean that's almost never happens but that would be i mean if you're the licensed sore you'd say well that's what i want i want to be able to direct how quickly and where the development program is going to go so you fight over those kinds of things so any negotiation has got this package of things that you're trying to work with who's going to take responsibility for this and this and this who's going to pay for this and this and this when we get to the point where we're earning money from this how are we going to split it up and over what time frame is it front end loaded is it back end loaded there's a whole bunch of levers that you can move around that's what i really like about the negotiation process there's a lot of things that you can play with to come out with an equitable deal for both parties does that get more to your question great yes typically how much does the lawyer get on the overall cost in a little while pricing deal oh um like legals okay well two-part answer here um first attorneys typically i'm sure there's exceptions but typically aren't paid as a portion of the deal they attorneys are one of the groups that get their money up front i'm not saying the percentage of the feel is close but if the deal is going to be a million dollars what's usually the rule of thumb or any any indicative number that you used in order to say the car oh okay well one thing i can say is it's it's usually got nothing to do with the value of the deal it has everything to do with the complexity of the deal i mean that's what you'll end up paying an attorney and then my backup is i've almost always worked with in-house attorneys i have no idea what they cost i just know when i have three of them on my side it's too many i have been there when you do multinational deals i i have had a patent attorney and a contractual attorney from north america and a contractual attorney from europe sitting at the table with me in one negotiations right yes and you don't you don't have you know the uh you want to see how much you're going to pay your lawyer you need him badly but the thing is that you know how much can you keep an arm you know like that it it's a great question and i mean i have to say i i really don't know what attorneys in this environment uh charge i know that there are a number of qualified firms in the toronto area who do health care deals on a regular basis but i really don't know what their fee structure is it is going to depend on how much you need them for how complex is the deal do you do you need to take a look at the patent status of what you're buying perhaps or do you need to do work in advance to make sure that you're free to operate that you can actually sell this asset and people could commercialize it those kinds of things can be awfully expensive depending upon the field yeah well i mean presumably if you're in a licensing deal and you're selling something with intellectual property associated with it you've had a patent attorney who has provided an opinion to you of whether there's any other patents out there that you need to be worried about but you can rest assured that your partner if they're buying that intellectual property they're going to check it out too and as part of the negotiation they should be telling you if they found anything that's an issue because that will make your ability to charge for the asset last or they'll walk away depending on what they found but in any case you should find out what they found out all i can say to your question is it's worthwhile talking to a variety of attorneys and you need to think about when you bring them into the process so for example if you feel particularly that your company has good experience working with negotiations you might wait to bring in the attorney until like you've until after you've reached agreement on a term sheet which at least spells out the major terms and then engage an attorney to help draft the agreement my bias is to get them involved a little bit earlier than that so that they understand the context of how you got to those terms question i was just going to contribute we we found that we pay usually about 250 for a junior lawyer up to 800 for a senior partner per hour they build in six-minute increments you know but it's startups still sometimes a lot of stuff just because they hope that you'll be successful and then get more business from you together yeah also i found it helpful if you can clearly delineate what's a business decision versus a legal decision so you don't need to have them involved in your business decisions because the more you go back and forth and in fact sometimes i found that the lawyers not being at the business negotiation until the uh table is helpful for the two parties to negotiate the business and then to have an email go out and say this is what we've agreed to now let's make it put it into the legals both sides can then but if you're they're involved in every aspect of it there'll be a lot of back and forth i support that but the lawyer will tell you you pay for what you get no there's things that lawyers shouldn't the business decisions have to be made by the management team um and then there's you know putting it into a legal uh effect as uh he said that you worry about the risks and they identify the risk and some things it's up good lawyers will tell you look i think you know the top ten these are the ones that you need to really be concerned about hopefully even better is if you can get it down to three and they said i wouldn't worry about these three these are remote but it's really your you have to assess what you can live with or things become very very drawn out in terms of you know negotiations and then the legal fees will start stacking yeah i i support that i i find that there are there's a fair bit of the negotiation process that if you have an attorney there it will take far longer and it sometimes gets in the way of uh the collaborative um approach that you'd like to take that that's often not the um orientation of the attorneys that you're working with they if they see their role as pointing out risks and undermining the other side's position it's sort of tough to build a positive relationship along those lines yes speaking as the attorney in the room um if you can get them to educate you in an uh inexpensive kind of way what would a deal like this look like what's the latest article uh give me a precedent so i go in knowing what the hell these guys are talking about in terms of terms you don't need them to spend all the money to get you up to speed you do need to understand the deal terms because they want to hear that you've actually structured the deal and then they'll look up your back the next thing is use them as the foil well i don't know legal didn't like that it's really easy to go back and demonize the lawyers as much as i don't like to demonize them no no thank you that that's a really good point um because i mean now that is that is a really appropriate way to work with your legal support in the negotiation as a sounding board as a check for reasonableness and also to identify issues in advance that you know we're looking at this kind of deal and your attorney should be able to say there's two or three things here that may be issues and you may want to check those things out yeah and you should interview them first how many of these types of deals have you seen before because you don't want them being educated in your file yes they should be able to give you the hurdles right up front you're going to have problems with your size is this they're big you're going to have these issues heads up yep thank you no no that's a very good point call a lawyer he said i could take the kid i could take on the job but he still he don't really have a whole bunch he had before um you know i've been working through this recently with a another client and the the initial tendency of the board was to say well we'll see if we can just get an attorney that has some kind of experience but not very expensive and that there are some implications here um a skilled attorney beside you sends a message to the other side that you are professional and um and that you are also going to move through this in some kind of expeditious kind of way i think that's an important message and i think the other message is you don't want to have to pay for someone's inexperience either because they're on the learning curve or they may not have seen the things that you need to be aware of in the negotiation so it's worthwhile getting competent representation with a reasonable reputation in these things that's that's a good this is a good discussion yeah question well just a point uh along those lines um in terms of being experienced we talked about the differential hourly rates between a senior and a junior guy so we were the senior guy put us onto a junior one at half his rate but it was taking the junior guy five times as long to do him to talk to the senior guy in one second he would give you the answer yes so we invited the senior guy and said we'd rather work with you it's actually turning out cheaper and and you know it's a shame that um that six minute increment couldn't have been utilized for the junior to go to the senior guy and say well what about this question because six minutes of the senior guy's time was probably worth a lot more than five hours of the junior's time to figure it all out you're right experience really counts here and someone who has the confidence of saying i've seen the waterfront of alternatives this is really where you need to go focus yeah take note of those situations and then go out at the bed they'll settle on something i'm learning things here this is good question another question okay i'll say it in the gosh average royalties licensing three to seven ten percent and uh so uh you've got a manufacturing group that's been manufactured solid distributed you get your royalties um what are the consequences uh if they don't deliver say uh within six months you can deliver two million dollars in revenues to get five some votes for that they're not delivering what are some of the consequences that you've seen to penalize them or what happens in my case i've seen a number of options around this um usually there's some time related things if for example you're supporting the launch that from the time regulatory approval comes through there is a limited time after that beyond which if they haven't launched their penalties that start accruing during the life of the agreement if there's a failure to supply for some period of time then you can put in monetary consequences you can enforce a right for them to tech transfer to another manufacturer which is going to cost them money to do that's difficult to enforce by the way but because they really drag their feed on that kind of stuff but you can to a certain extent ensure that you've got reasonable priority stuff happens though i mean it it assuming stuff doesn't happen they've been an overly optimistic sales productions and you believe them oh yes okay so six months go by and it might be ten percent of that sales projection right uh so you say well it's a startup uh so you might give you another six months yeah but again if they're not hitting their mark uh i guess the consequence that the full license or you yeah there's all sorts of i mean here here's where an attorney can jump in but there's all sorts of remedies that are are typically available to you usually in an agreement you'll you'll have some clause that says that the company will put some kind of commercially reasonable efforts to do what they're supposed to do and and that establishes a general benchmark of other companies in the same position with the same kinds of assets would have handled it in a certain way and if they didn't meet that standard and sometimes it's pretty egregious then clearly they have broken a major term of the contract and so you can be out of the agreement if that's what you want but there's other terms that you can put in that essentially impose penalties for that kind of thing especially if you think it's a real possibility and if you really believe it's a possibility you might start thinking about alternatives like if if what they manufacture has a long shelf life perhaps you want them to carry a certain amount of inventory and you want to track that they're still manufacturing the product so that you'll have time to move to another manufacturer without losing all your customers somewhere along the way just as examples that that's where you really want to creatively think about what are they likely to do if they have a track record of doing this thing you're going to want to be really sure that you've got their feet to the fire does that help okay so to say with that one of the benefits can be that you know those those clauses that you could put into the contract will not matter to them if they can meet those objectives so if they say we can do 10 million in sales and then you're only doing one and you're worried about that and you say okay there's a 2 million penalty if you don't hit 10 million then they should be confident that they're going to be able to do it and not want to fight over that clause in the agreement or you can put in minimums yeah that that's a really good point so that's in the next best practices session about how to extract concessions but that's a really important one that why are you so concerned about the consequence if this is never going to happen you've assured me that you have an earthquake proof facility and your employees never quit and they're all 25 so they have long time to go till they retire all that kind of stuff you say yeah yeah so you have no problem with the consequence this is great yes but some fields you go into i think sometimes you plan for success but you also plan for failure too right yes at the same time without being trying to be negative but you wanted to you know like best efforts because sometimes some deals are brought to the table even though they're really well negotiated a lot of money they spent and the other side has developed something that's very very good but the timing you know like material change can affect those things so you know you have to be able to you know look at those things because i tell people you know time for successful plan for failure so at least they know going up you know that they have a chance to be able to to deal with both issues yeah that's a that's a very good point um and you know there are there are risks that one foresees or reasonably foresees that you may want to capture in the agreement um but the end of the agreement is one that you know is going to happen it absolutely is going to happen every agreement ends eventually either you had success and the time frame the agreement passes and you know you get out of it or new technology appears your product isn't competitive your partner gets distracted with some other opportunity and just doesn't perform and you have to get out so part of the agreement you negotiate of course is around the termination provisions when does it trigger who's got the right to terminate and what has to happen so that the value of the asset is preserved as much as possible so that you can take it forward yeah you have to plan for that that's true and and any good health care licensing agreement has a good termination provision as well as dispute resolution mechanisms so you can get through that stuff question you follow your experience well i've found in the last year talking to people manufacturing distributing uh under license is that uh you know do you want global do you want china do you want north america they won't give you up front monies to to have the rights for those countries so let's say okay we'll give you five 10 royalties and um i'm i'm saying well geez the amount of technology you're at the mercy hoping that they'll sell and give you 10 cents back or five cents back on the dollar um are you seeing a trend towards uh manufacturers giving up front monies and then a royalty over and above are you seeing another trend where uh myself companies the owner of the technology would say look these are sales projections these are the royalties then we want the first quarter uh as unfast payment against royalties are you seeing anything like that happen well you know it's it's a good question i have to say that the manufacturing agreements that i've worked on have typically been part of a licensing agreement where those parties are working out rights and so the value is usually transferred as part of the license as opposed to being specifically on manufacturing now that said i've done some agreements with drug delivery companies where they and they will manufacture the technology going forward and the more common practice that i've seen is if they have to buy new equipment or establish a new facility for your particular you know line they'll expect you to pay up front for the equipment or have some guarantee that the sunk investment they've put in in capital cost will be recouped out of this so that's for many of them that's their bottom line that i won't put a penny towards the capital costs that's all your responsibility and once that's done then i will get some return on on my manufacturing so i don't know if that applies but as a contract manufacturer that seems like a pretty reasonable position to say if you want me to put in dedicated equipment for you or new equipment then you should pay for it seems reasonable question in terms of dispute resolution which courts you use for you know cross-border issues particularly if you're looking at europe and canada for example well um i'm i'm a big believer in using arbitration as a mechanism and um the venue that if if you're in north america and they're somewhere in europe usually uh england london england is the preferred place because it's equally inconvenient for both parties and the language is english so you know this is helpful and it's expensive well there's yeah but less expensive for canadians as the days go by this is pretty good um and in north america um i think the the rules of the american arbitration association are pretty generally accepted um but i i don't like legal resolution of disputes because it it is very expensive and it's typically not timely and it's very distracting for management not that arbitration isn't distracting but it's not as distracting as a legal issue and you can work in provisions in the agreement that after you've gone through the normal escalation whatever steering committee or governance committee if they can't resolve the issue then it goes to a senior executive of both companies and if they can't resolve it then you can set a timeline and conditions for arbitration proceeding and that's a really powerful tool to say that for example once the ceos can't agree that there will be an arbitration formed and they will sit and review within three months of that dispute and they will render their decision within one month after that really puts a lot of energy into getting it resolved and getting it behind you and if any of you are in collaborative development exercises you know every day that you lose is really important here do you see more final binding arbitration decisions or do you have field recourse i look at arbitration as binding mediation i think is the alternative and some people throw that in as a as a step i don't have a lot of experience with mediation um i don't know if anyone else does and if they found it helpful there's lots of expensive route to go of course the mediator mediation yes assigned mutual agree to mediator try and resolve it that way prior to going through it through the arbitration rate because that's that's much more time than constant yeah i i think the threat of going to arbitration is often a really good thing to help people understand what they normally would get to with the mediator but a mediator can often help people to understand why the position they may be taking wouldn't be perceived as fair by the industry at large or whatever or can just get the parties to to talk to each other because you know sometimes these disputes arise because frankly it's it's because the people don't like each other and and they they can't have a constructive conversation that's not a fun relationship to be in by the way i've been there done that other questions yes you're not going to see your first customer it's not good for vr yes yes everyone heard that after the first agreement that you've signed and the first customer you've got you're not going to sue them because that's your whole track record you don't want to do that okay so what happens when um you find yourself forced to have a negotiation it's just it's in your interests all of these kinds of things but you're just going to get into it what do you focus on i'd say these four things try and figuring out make sure you understand what your interests are and anticipate the interest of the partner work out options figure out your batna you absolutely have to do that and work up your arguments for why the things that you want are legitimate asks and fair and all of those things if you have to focus the rest of the things that i've talked about in a thorough preparation you can pick up as you go along but these are absolutely critical to have clear in your head when you sit down to a negotiation you know there is a tendency sometimes to say not sure what we want but the party has said this other group has said that they want to make a proposal to us and what's the harm in going to hear them out if you really think that you're interested in this there is some harm because they can frame the whole discussion and they can sometimes get concessions from you if you're not careful about saying although that's not important to me or before you've really thought it out so i urge you at the very least to do this before you sit down at the table um someone can send you a written proposal that you can think about but i i'd say in some i find i can get distracted by those just by thinking about oh this is what's on the table so it affects my thinking about what i really want it's sometimes good to do that on your own with your own team and try and figure it out and then you can react to proposals as you go some resources to consider there are two professional organizations in in one is a global organization but they have a very powerful north american chapter which offers a variety of courses on negotiation covers all fields it's not just health care so licensing executive licensing executive society i have been a member of that i found that a very useful organization when i was first getting involved their courses were good the network was good and the canadian healthcare licensing association is strictly focused on healthcare it's most of the pharmaceutical companies in canada have their business development representatives who are part of that and they have some useful programs and educational seminars and things that they do so if that's a way that you want to explore those are those are good things to pay attention to as far as courses are concerned i can personally recommend the the harvard program it was very very good i found it extremely useful when i was first getting my head around how to frame negotiations and manage those the last group here i'm not that familiar with i've heard you know one of my colleagues had recommended it they do run workshops in canada uh if any of you have any feedback on them uh i'd certainly appreciate it but i identified it as a resource that seems to follow the same kind of principles that the harvard business school program did so these are what our objectives were for today i hope you took away some things around what good preparation uh can look like um and maybe some ideas about how you can perhaps be a little more efficient in how you invest your time in getting prepared for negotiations and there are some resources there um and there are some good literature resources as well as far as negotiation is concerned as well and my favorite is just the getting to yes program any further questions okay thank you