How to optimize your biotech company for partnering, licensing, and business success
Episode
42 min
Read time
2 min
Topics
Productivity, Health & Wellness, Relationships
AI-Generated Summary
Key Takeaways
- ✓Hub-and-spoke corporate structure: Set up a holding company (HoldCo) with separate subsidiary SPVs for each asset — one for the platform, one per lead asset, one per pipeline program. This packages each asset cleanly for pharma acquisition, allows partial exits via share sales, and avoids messy IP extraction from a single-entity company later.
- ✓Start partnering conversations from day one: Large pharma regularly makes strategic minority investments in early-stage biotechs — Takeda and Eli Lilly are cited examples — specifically to evaluate lead assets before committing to full M&A or licensing deals. Waiting until clinical milestones to engage pharma means missing these early relationship-building and deal-structuring opportunities entirely.
- ✓Run your exit waterfall spreadsheet continuously: Founders and CFOs must model exactly who receives what under every exit scenario at each funding round, accounting for participating versus non-participating preference shares, drag rights, and tag rights. Many M&A deals in biotech stall or fail specifically because equity structures were never properly stress-tested against real exit scenarios.
- ✓Fix data room problems before investors find them: Undisclosed freedom-to-operate issues or potential patent infringements discovered by VCs during due diligence destroy deal momentum and trust. Proactively identify and resolve IP landscape risks before entering any fundraising or partnering process — advisers who see high deal volumes can flag these blind spots that first-time founders routinely miss.
- ✓Commercialization planning must start at company formation: Founders should work backwards from market questions — market size, competitor landscape, regulatory pathway, reimbursement strategy — before advancing development programs. Virtual companies can buy in commercial expertise rather than hire full-time, but failing to answer these questions early undermines both investor confidence and eventual pharma partnering negotiations.
What It Covers
Field Fisher partner Janita Good outlines how biotech companies can structure themselves from inception to maximize partnering and licensing outcomes with large pharma, covering corporate architecture, equity documentation, commercialization planning, and current market conditions heading into 2024's gradual sector recovery.
Key Questions Answered
- •Hub-and-spoke corporate structure: Set up a holding company (HoldCo) with separate subsidiary SPVs for each asset — one for the platform, one per lead asset, one per pipeline program. This packages each asset cleanly for pharma acquisition, allows partial exits via share sales, and avoids messy IP extraction from a single-entity company later.
- •Start partnering conversations from day one: Large pharma regularly makes strategic minority investments in early-stage biotechs — Takeda and Eli Lilly are cited examples — specifically to evaluate lead assets before committing to full M&A or licensing deals. Waiting until clinical milestones to engage pharma means missing these early relationship-building and deal-structuring opportunities entirely.
- •Run your exit waterfall spreadsheet continuously: Founders and CFOs must model exactly who receives what under every exit scenario at each funding round, accounting for participating versus non-participating preference shares, drag rights, and tag rights. Many M&A deals in biotech stall or fail specifically because equity structures were never properly stress-tested against real exit scenarios.
- •Fix data room problems before investors find them: Undisclosed freedom-to-operate issues or potential patent infringements discovered by VCs during due diligence destroy deal momentum and trust. Proactively identify and resolve IP landscape risks before entering any fundraising or partnering process — advisers who see high deal volumes can flag these blind spots that first-time founders routinely miss.
- •Commercialization planning must start at company formation: Founders should work backwards from market questions — market size, competitor landscape, regulatory pathway, reimbursement strategy — before advancing development programs. Virtual companies can buy in commercial expertise rather than hire full-time, but failing to answer these questions early undermines both investor confidence and eventual pharma partnering negotiations.
Notable Moment
Good reveals that restructuring a company into the hub-and-spoke asset-centric model after formation is possible but costly and complex — she is currently managing two such restructuring deals simultaneously. The same architecture that takes minimal effort and expense at founding becomes a significant legal and tax undertaking once a company is already operational.
Episode Transcript
Hello, and welcome to Beyond Biotech, the weekly podcast from La BioTech. I'm Dylan Kissane, and this is episode 188 for the podcast. Today, we welcome Junita Goode, a partner at Field Fisher with nearly two decades of experience advising top organizations in pharmaceuticals, biotechnology, and medical devices. With a DPhil in biochemistry from the University of Oxford, Janita brings a unique blend of scientific insight and legal expertise to her work on venture investments, joint ventures, partnerships, and m and a deals. She's advised on landmark transactions, including funding rounds for Finova and Medinex, and collaborations like Intelligent Ultrasound's AI imaging partnerships. In this episode, Junita shares practical guidance for biotech leaders on timing partnerships with large pharma companies, planning for commercialization right from the start, balancing optimistic fundraising with realistic deal projections, and avoiding common legal pitfalls in m and a. We'll also look ahead to emerging trends in the sector and talk through the best way to structure a company for tax effective partnering and licensing. I hope you enjoy my conversation with Janita Goode. Janita, welcome to Beyond Biotech. I'm delighted to be here, and I look forward to talking to you, Dylan. Janita, maybe you can tell us, at the start a little bit about your journey, towards the role that you have today. You're in law, but you also have a background in biochemistry. Yes. So, I started my life as many people do as a, an academic. So that meant a first degree then followed by a DPhil at Oxford. And it was the DPhil that was in, biochemistry, which was a fabulous fabulous time, particularly, in in Oxford. I had a reasonably easy ride, and that my, my graphs were at distance, if we say it a lot. There were big big distances between the lines, so I didn't have to do much stats. It was also bar plant biochemistry, so I had to wait around a little bit, for my plants to grow. So that gave me lots of opportunities to do lots of other things in Oxford, which was a ball. However, I did realize that workbench, research was probably not for me in in the long term. And so I researched what else might be available. And, I had a couple of mates actually had retrained the lawyers. As simple as that. And so I think I thought, okay. Let's give that, a go. And so then I, went into the law conversion course, and then came out the other end, with a training contract. And then off I went, because as a scientist, everybody said, oh, I think you should be an IP lawyer. And, I am, to some extent, an IP lawyer, but only in a transactional, sense. So some of the sort of detail that you do on the web bench, if you go kinda right deep into IPs or patterns, really, then it was a little bit about more that rather than I must have, …
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