Keeping Negotiations on Track

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Keeping Negotiations on Track

• Karen Maurey
• Director, Technology Transfer Center
• National Cancer Institute
• National Institutes of Health
• September 15, 2009

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Resource Dirty Little Tricks People Play in
Licensing

• Robert MacWright, John Ritter, and Alan Bentley
• Common negotiation tactics described in lively,
  tongue-in-cheek style
• Goal is to increase awareness of common
  strategies and tactics
• Suggestions for blunting the emotional impact,
  and increasing the ability to cope and move
  forward with the negotiation

http//www.uvapf.org/live_data/documents/DirtyLitt
leTricks.ppt
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Introduction

• Content of training is often on what we need to
  do
• Laws and regulations
• Agency policies and procedures
• Negotiations are more than offers and
  counter-offers with the outside party
• Internal negotiation is frequently important
• How may be as critical to the final outcome as
  what we are doing

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Format for Today

• Exercises based on technology transfer
  experiences at NIH which I hope will also
  resonate with other federal labs
• Active participation

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First Exercise
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Exercise 1 Negotiation

• You are not permitted to speak.
• Stand up, find a partner, clasp hands.
• You will have 30 seconds to attempt to pin your
  partners thumb. Your annual performance rating
  and the programs metrics are based on the
  number of pins so be sure to silently keep
  count of your pins
• Do not break any fingers remember this is just
  an exercise!

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Report
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Discussion Negotiation Exercise
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Exercise 2 The Deal

• Scenario
• Recommended actions what to do
• Possible approaches how to do it

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The Deal is Off!

• You are negotiating a CRADA. Proposals and
  counterproposals are going well.
• The industry PI tells the NIH scientist that tech
  transfer is being unreasonable and urges him to
  straighten them out!
• Royalties due under the license will mean theres
  no money for the CRADA!!
• Terms in the CRADA are too risky for the company
  and so theyll move the study to another
  institution!!
• The NIH scientist is very upset and calls you to
  make sure you concede immediately and finalize
  the CRADA.

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What Should You Do To Get the Deal on Track?

• Remind the NIH scientist to direct questions
  regarding financial terms to technology transfer
• Discuss internally to find out whats going on
  and help develop a coordinated strategy to
  respond
• Be professional in correspondence, including
  e-mail
• We may need to share it with Congress, GAO, or
  the Inspector General

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How Some approaches to remind the scientist
that technology transfer handles financial terms
might back-fire!

• I must caution you that your direct involvement
  in discussing financial terms of the license may
  be a violation of criminal conflict of interest
  statutes.
• You dont need to worry about this type of thing.
  Just leave it to me.

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How Some approaches might prevent the
development of a coordinated strategy!

• I know exactly what CRADA terms I can get
  approved at NIH. You (the scientist) should just
  tell the company that if they want to work with
  NIH they are going to have to accept my proposal.
• Im sorry this is happening. There are a lot of
  new people over at the office that handles the
  licensing. They just dont appreciate how
  important the CRADA is to the lab! Ill
  straighten them out

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Another approach?

• Start with Active Listening

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First Check Your Intention

• Be aware of your own intention
• Avoidance or Irritation?
• Get off the phone as fast as possible
• Another interruption in an already busy day
• Avoid stepping into ten times more work
• Frustration with scientist who frequently
  complains, and rarely shows appreciation
• Curiosity?
• Thats odd why are we getting such different
  signals from the company?
• Your intention will likely impact what actions
  you decide to take, and may also come through in
  your tone and body language

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Active Listening

• Start with questions and really listen
• What happened?
• What does it mean to you?
• Why do you think it happened?
• How do you feel about it?
• What do you think should happen next?
• Summarize what youve heard
• Add your ideas and brainstorm

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Exercise 2

• Active Listening
• Get the Deal on Track

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Get the Deal on Track!

• Find a different partner.
• One of you will volunteer to be the angry
  scientist.
• The other person will volunteer to be the CRADA
  negotiator from the NIH.
• You will have 3 minutes.
• Its OK to refer to the summary slide during the
  exercise.

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Exercise 2 Active Listening

• The NIH scientist
• A company scientist has told you that the CRADA
  is going to fall through due to the inflexible
  NIH position with completely unreasonable terms.
  This CRADA is critically important, and the delay
  and paperwork are driving you nuts. You call the
  CRADA negotiator so that you can explain how
  important the project is and convince him/her to
  concede and finalize the CRADA.
• The CRADA negotiator
• Take a deep breath and check your intentions
• Start with questions and really listen
• What happened?
• Why do you think it happened?
• What does it mean to you?
• How do you feel about it?
• What do you think should happen next?
• Summarize what youve heard
• Add your ideas and brainstorm

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Report
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Exercise 3 Whos Asking?

• You are negotiating a license. Term sheets are
  being exchanged.
• The company calls an Institute Director to
  complain about the delays.
• The Institute Director asks someone on their
  staff to follow-up with you.

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What questions do you have?
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Exercise 4 Focus
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Exercise 4 Focus

• You are not permitted to speak.
• You are not permitted to take notes.
• The next slide has a picture. You will have 15
  seconds to look at the picture. Find and
  remember everything that is yellow.
• Your recall about this picture is going to be a
  critical factor in whether you get a promotion.

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(No Transcript)
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Remember
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Focus

• What was the impact of concentrating on yellow
  objects?

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Exercise 5 Materials

• An NIH scientist received a Companys proprietary
  material under a CRADA.
• A colleague at a University wants some of the
  same material, but has had difficulty obtaining
  the material from the Company.
• The University colleague asks the NIH scientist
  for a small amount. The experiments must be done
  immediately.
• What can we do?
• (and what cant we do)?

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What we cant do

• Transfer the Companys material to the University
  without permission
• Get involved in the negotiation between the
  University and the Company for their independent
  project

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What we can do

• Check CRADA terms for permission to transfer
  material
• Determine if projects are related and could be
  added to CRADA by amendment

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What is the focus?

• University access to Company material

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Mentally step back

• Is there an NIH-owned material that would
  substitute for the Universitys project?
• Why does the University know about the NIH CRADA?
  Does this information help with the resolution?

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Take-home messages

• Develop an awareness of common negotiation
  tactics and ways to cope and move forward
• Recognize and address internal negotiation
• Develop strategies which address both what to do,
  and how to approach it
• When frustration is rising or next step is
  unclear
• Check your intention and use active listening
• Ask yourself if your current focus is limiting
  your ability to recognize the full range of
  options

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• Karen Maurey
• Director, Technology Transfer Center
• National Cancer Institute
• National Institutes of Health
• maureyk_at_mail.nih.gov
• 301-496-0477