You are talking to pharma and you have never done a licensing deal.

A first licensing deal is negotiated against people who do this every week. I sit on your side of the table.

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Whether this is you

The asymmetry is the problem before any single term is. The business development team across the table closes deals for a living and you are doing this once. It shows up in one of these forms.

What the work is

I sit on your side of the table. Who to approach, what to send them, what the deal should be worth, which rights to keep, and whether partnering beats raising.

The question underneath most partnering conversations is not which term to push on. It is whether the deal beats the alternative, which is usually raising, and a company that partners for the wrong reason discovers it two financings later. Roughly half my pipeline now sits outside the United States, which means I see what a comparable asset fetches from a Japanese or European partner and not only from the four US buyers everyone approaches first.

How it runs

Who to approach
The partner list, filtered to companies with a real gap in your indication and the budget to fill it. A gap is a program that failed, a patent that expires, or a franchise with nothing behind it, and that distinction removes most of the names you would otherwise build from a conference agenda.
What to send
The non-confidential deck, and the data room that has to stand behind it when they ask for more. Sequencing matters as much as content: what goes out before a confidentiality agreement, what goes out after, and what does not leave the building until there is a term sheet.
What it is worth
A deal model showing what you trade away across upfront, milestones and royalty, discounted properly and not summed into a headline. Biobucks are a marketing number. The comparison that matters is the risk-adjusted present value of each structure against the others.
What to keep
Regional against global rights, and what each version of the deal does to your next financing. Selling Japan and Korea to fund the US program is a different company from selling worldwide, and investors price the two differently. Field and indication carve-outs are usually worth more than founders expect and cost the partner less than they claim.
Whether to do it at all
Partnering and raising, run as one comparison rather than two separate conversations. Both routes get modeled to the same standard, with the dilution, the control and the timeline attached, so the board is choosing rather than reacting to whichever one moved first.

What you end up with

You leave with a ranked partner list, and against each name the strategic gap that put it there. The non-confidential package and the staged data room come with a rule attached for what leaves the building at each step. The deal model prices upfront, milestones, royalty and every rights split on a risk-adjusted basis, and it feeds a term-by-term negotiating position marked for what you will concede and what you will not. One comparison decides the question: the best available deal against the raise you would otherwise run.

Scope and fee

Partnering work runs on retainer, because the counterparty controls the clock and the useful version of this is being available when their committee meets and not when a scope of work says so. Most engagements run between three and nine months, from target screening through signed term sheet. A fixed fee suits the narrower briefs: a valuation and deal model on its own, or a read on a term sheet that has already arrived. Some continue into ongoing advisory once the deal closes. I quote the fee after the first call, never by the hour.

When not to call me

I do not paper the deal. You need transaction counsel for that, and I will tell you if the firm you have is the wrong one for a licensing agreement. I am also not a finder, and I will not take a success fee on a deal I helped negotiate, because the person advising you on whether to sign should not be paid more when you do. And if there is no data package yet and the plan is to partner on the strength of the story, that is a fundraising conversation wearing a different hat.

Questions founders ask

Should we take the meeting if we are not ready?
Usually yes, and then run it as a listening exercise instead of a pitch. A first conversation with a large pharma costs you nothing once you have decided in advance what leaves the room. Taking the meeting early costs nothing. Arriving without that decision made is what does the damage.
Is a success fee cheaper than a retainer?
It is cheaper only if the deal closes, and it changes the advice you get in the meantime. An advisor paid on close has an interest in you signing. I take a retainer or a fixed fee so that telling you to walk away costs me nothing.
How do we know the upfront is fair?
By comparison, and comparison here is harder than it looks, because the deals that get announced are not a random sample. I triangulate across disclosed comparables, the partner's own recent behavior, and a risk-adjusted model of the asset, then show you where in that range your number sits and why.
Can you handle a deal outside the United States?
That is roughly half of what I do. Where the counterparty sits in Japan, Korea, China or Europe, the work is on the cross-border page, and the differences in how a decision of this size gets made inside those companies are large enough to be worth reading first.
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