Sarbanes-Oxley Year 2: What’s Next?
9:15am – 10:45am

The Sarbanes-Oxley Act of 2002 (SOX) significantly changed the business landscape. Join our fireside chat where the following issues will be discussed: Your company has disclosed a material weakness. You believe it has been eliminated. How do you convince the auditors that it no longer exists? Have there been any benefits to the changes effected by SOX? You made it through Year 1 on Section 404. What will Year 2 be like? Will it get any easier? Will it be any less expensive? How should you manage risk? Is an internal investigation inevitable? What should you do if faced with an investigation? Are material weaknesses hurting you in the market? Do the analysts' perceive any benefits to SOX? How should you manage your audit relationship? Is your auditor giving you signals that it's time to terminate your relationship? What should /can you do? What changes in organization and work practices will you have to make to survive in a post-SOX world?

Panel Moderator:

Mark Jensen
Partner & National Director, Venture Capital Services, Deloitte, SEC panel member

Panel Speakers:

Doug Farrell
Vice President, Investor Relations, Affymetrix, Inc.

Alfred Merriweather
Vice President, Finance and Chief Financial Officer, ViroLogic

Nancy H. Wojtas
Partner & Head of the Public Securities Group, Cooley Godward LLP

Taking Stock to the Bottom Line
11:00am – 12:30pm

What solutions to attracting and retaining talent will companies take since stock options will now be expensed? A panel of industry experts will focus on the following questions: Does stock option expensing change the underlying economics? Will it limit attracting foreign candidates? How will it change the competitive landscape for large public, emerging and start-up companies? How has it changed the “total awards” approach? How do you achieve buy-in from the employees and board of directors on an all employee restricted stock grant? What are companies doing in regards to stock appreciation rights (SARS)? Accelerating vesting? Funding underwater options in anticipation of June 2005 deadline? What is the more mature high technology industry doing?

Panel Moderator:

John Radford
Radford Surveys, Aon Consulting Inc.

Panel Speakers:

Ellie Kehmeier
Deputy Managing Tax Director, TMT, Deloitte Tax LLP

Brian Muma
Senior Director, Compensation, Benefits and Services, Genentech, Inc.

Jeannine Niacaris
Onyx Pharmaceuticals

Howard Simon
Senior Vice President, Human Resources & Associate General Counsel, InterMune, Inc.

Back to Life: Successful Restarts and Rebounds
1:45pm – 3:15pm

Recognizing the need for, and successfully planning and implementing, a turn-around strategy when things aren't going well for a company, especially in the capital-intensive and long-runway life sciences industry, and whether in a private or a public company, is both an art and a science. It's not an easy thing to admit that the wheels may be falling off the wagon, and it's even harder to turn things around in such situations, whether the current CEO continues on in that effort or a new CEO is brought in from the outside. This panel of experts will explore and discuss, in a dynamic and informative way, how companies which are dying, or failing, or have lost their way, can be brought back to life. Recognizing warning signs, damage control measures, sorting out the good, the bad and the ugly, and how to create and successfully execute a turn-around plan for a struggling life sciences company all will be covered by executives who have "been there and done that".

Panel Moderator:

Bruce W. Jenett
Co-Leader, Life Sciences Practice, Heller Ehrman LLP

Panel Speakers:

Mark Bagnall
Chief Financial Officer, Metabolex

Chuck Dubuque
Corporate Development Manager, Cellerant Therapeutics

Gary Titus
Vice President of Finance, Nuvelo

Do Not Pass IPO: Exit Strategies without Going Public
3:30pm – 5:00pm

The IPO window that opened in October 2003 has also produced an increasing number of venture financed pre-IPO companies exiting by way of a trade sale to pharmaceutical companies (Angiosyn by Pfizer, ESP Pharma by PDL, Idun by Pfizer, Syrryx by Takeda, Xcel by Valeant, Saegris by Chiron, Peninsula still in the works). Although understandable from a Big Pharma perspective, which tries to strengthen their pipeline with novel, biotech products, conventional wisdom would suggest in times of IPO windows an exit through same. In addition, acquisition valuations are above average IPO post-market valuations pointing to market inefficiencies affecting public and private companies pre and post IPO.

Among many others, this session will explore the following questions: Is the biotech trade sale becoming the equally accepted or even more so preferred exit? What are the criteria that determine the suitability of a company for either exit? What are the underlying drivers in the mind of the shareholding VC? How does an increase in trade sales affect the VC performance and their relation with the LP? How does the operating CEO deal with the change of vision from IPO to trade sales (think compensation, motivation)? What operational measures are taken once it is determined that the company will exit via trade sale? How have the underlying fundamentals in the companies and their technologies changed to foster the change? How and when is a company being repositioned for trade sale rather than IPO? Who are the preferred buyers from a VC and C-level perspective? How are value and partner determined in the absence of public market feedback? Who and what survives after trade sale? How is life post-Non-IPO?

Panel Moderator:

Jean Deleage
Co-founder and Managing Director, Alta Partners

Panel Speakers:

Michael Hildreth
Life Sciences Practice Leader Americas, Ernst & Young LLP

David Mack, Ph.D.
Former Chief Executive Officer, Angiosyn Pharmaceuticals

Matthew Plunkett, Ph.D.
Director, CIBC Worldmarkets