1. After the Ink has Dried
How Partnerships can end up like Zombies
Sean Flanigan, RTTP
Assistant Director TTBE
University of Ottawa
October 26, 2011

2. WARNING
This presentation contains material of
a graphic and disturbing nature which
may be unsuitable for all audiences.
Contracting party discretion
is strongly advised.

3. Hypothesis
Failed partnerships are something that one must
avoid to thrive and survive.
Zombies are something that one must avoid to
thrive and survive.
Therefore, failed partnerships are like zombies.

4. Some Underlying Definitions
Partnership: Two or more persons engaged in a
common purpose with a view to profit
Zombie: the body of a dead person given the
semblance of life, but mute and will-less, by a
supernatural force, usually for some evil
purpose.

5. All Partnerships are Susceptible
Sponsored Research Agreements
Collaborations amongst institutions
Commercialization agreements
Licensing agreements
Shareholders’ Agreements
Spin Out

6. Partnerships Start Off Well
• Mutual NDA
• Productive Negotiations
• Give & Take
• Pragmatic
• Collaborative
• “Let’s Get the Project Going”
…just like your average person
Like Jim Carry

7. …and then
“something” happens to “infect” the
relationship
...often it doesn’t look too bad…at first

8. Two Strains of Infection
• Company Lead • PI Lead
– Unrealistic expectations – Unrealistic Expectations
– Taking too long – Disenchantment
– Loss of champion – Moving too fast
– Financial change – Direction
– Bankruptcy – Disclosure
– IP concerns – “Academic freedom”
– Acquisition – Sabbatical
As with anything communication is at the heart of the problem (and the solution)

9. What happens when it all goes bad?
– People get defensive
• “We won’t pay unless we get what we want”
– Recollections of events change
• “What we really meant was…”
– Communications are often disrupted
• “We have to review and will get back to you”
– Resolutions are often sacrificed to positioning
• “They are just trying to steal my life’s work”
– You may have to renegotiate, recalculate or
terminate….but you don’t want to litigate!
Sometimes, despite having the best
intentions, some partnerships cannot survive

10. Can you Survive these Pitfalls?
• Be aware of differing expectations at the outset;
• Reach out, communicate early, and often;
• Always follow up with the researcher AND
partner;
• Integrate regular meetings into agreements ;
• Notes, have them in the file;
• Search for the next opportunity early, and
• !Keep up your end of the bargain

11. While in a Zombie Apocalypse…
– People get defensive
(See Zombie Survival Guide)
– Recollections of events change
• “I thought YOU checked in the basement!”
– Communications are often disrupted
• Rogers has no contingency plan for this on their website
– Resolutions are often sacrificed to positioning
• “If we go for help, we will all certainly die”
– You will have to terminate….because you don’t want
to reanimate!
Sometimes, despite having the best
intentions, some people won’t survive

12. You Can Survive Zombies?
• Be Prepared
• Have a plan
Source: CDC http://emergency.cdc.gov/socialmedia/zombies_blog.asp
• Double tap
• No attachments
• Cardio
• Blend in
• Always check the back seat
• When in doubt, know your way out (applies to contracts
too)
• No place is safe, only safer
Source: Zombie Survival Guide

13. To Summarize

14. Just Remember
What you once thought was pretty great…
May some day come back and bite you in the ass

15. Thank you,
and Good Luck