Fusion Curriculum

In this skills-based course, students will learn the fundamentals of organizing a commercial development vehicle around a technology-based business model. Multi-disciplinary focal points will include:

Law: Helping students understand the relationship among innovation, commercialization and law. Students will be immersed in and taught a working knowledge in the following domains:

• Intellectual Property Law - Students are exposed to the fundamental doctrines underlying intellectual property cultivation and protection, with a particular emphasis on patent law and trade secrets. Teams are required to analyze newly disclosed intellectual property in terms of protection strategies and approaches to cultivation. Throughout the Fusion coursework, students will be challenged to deepen their understanding of the options for securing and enhancing the asset value of intellectual property as well as the means through which that value can be transferred to (or secured from) others.
• Corporate Law Fundamentals - Students are introduced to basic concepts of corporate law in terms of the structure and functionality of corporate entities and their impact on commercialization and investment processes. Additional emphasis is placed on the transactional tools available to drive the commercialization process, including joint development, licensing and other contracting modes typically involved in the technology transfer and commercialization process. Investment and governance contracting processes are also a focus of student team work, with an exposure to the process of identifying and negotiating the terms and conditions of investment in new technology ventures.
• Securities Law and Investment - Students will be exposed to select state and federal laws governing investment transactions, with a particular emphasis on disclosure and compliance.
• Industry Regulation – We explore the relevant regulations affecting the path to market and defining technology product characteristics. For example, in the case of life science applications, students are exposed to the regulatory processes related to proving safety and efficacy of a new medical innovation (e.g., the FDA approval process) with an adequate level of detail necessary to support business and financial decision-making.

Management: Student teams are exposed to the fundamentals of management necessary to support the process of identifying value and taking new technology to market. Students are given a deep exposure to the functional management concepts that underlie the process of understanding and advancing business opportunities, including:

• Financial Modeling - Students are given an overview of basic finance concepts underlying the understanding of a business opportunity, along with exposure to fundamental modeling techniques necessary to build and expand scenarios.
• Understanding Value - Students create valuation frameworks based on financial models, learning basic techniques for depicting capital cost scenarios, discounted cash flows and projected terminal values while working with and understanding industry comparables. With these fundamentals in place, students develop sensitivity and multi-variate value scenarios specific to the industry setting they are working in.
• Industry Structure - Students are exposed to general and specific industry drivers, including segmentation, channels and value chains, learning how to use these and other variables to develop working models for product commercialization. A special emphasis will be placed on identifying and understanding specific risks, hurdles and opportunities within a given industry framework, including regulation, customer definition, driver sensitivity and resource management.
• The Collaborative Process - Early stage development often involves dynamic collaborations to develop, manufacture and market final products. Students are introduced to the process of engaging, managing and leveraging collaborations in a strategic context. Further, students are given a working exposure to negotiation techniques, working in simulations to structure, design and negotiate working relationships necessary to support fundamental aspects of collaborative commercialization scenarios.

Science and Technology: Students are provided with a working depth in the scientific domain underlying the current session's technology domain. We believe that a functional understanding of the scientific domain underlying technological innovation is critical for business and legal professionals attempting to identify, understand and cultivate value. Further, we believe the scientist, as a team member to this process, can develop a valuable understanding of the application, value and strategy necessary to deliver good science to end users. Over the past three years, the scientific focus of the Fusion program has been:

• Advanced Energy Technologies
• Neuro Stimulation & Neuromodulation
• Genomics and Genetic Diagnostics

Tangible outcomes/deliverables of this course include the development of a formal business model or partnering strategy that aligns to a tactical product development approach and is based upon a perceived ability to capture quantitative value. When appropriate for a given technology opportunity, students are exposed to implementation plans for commercializing a technology, leading to the creation of a securities offering for early stage finance.

This course is designed to provide law students versed in technology transaction basics with the fundamentals of creating, offering and closing a technology venture transaction. In each case, the goal is to imbue students with both the legal and compliance requirements of the given strategic scenario, as well as the business and technical drivers behind the transaction. Key points of emphasis include:

Corporate Structure and Governance - structure of an early stage tech venture, including form, charter documents; shareholder agreements; management contracts; advisory and board conventions.

Private Securities Offerings - state and federal securities laws, including investor requirements; disclosure regimes and private placement memoranda. This section also includes an emphasis on the process of due diligence, road shows, and subscription documents.

Equity Agreements - venture capital equity and governance terms; stock purchase agreements; incentive stock and other forms of contingent participation.

Ongoing Company Evolution - successive capital rounds; cram downs; resolving investor disputes; and management scenarios.

Acquisition and IPO Fundamentals - preparing for acquisition; the M&A process; preparing for public securities offerings; fundamental registration mechanics.

This course will endeavor to introduce the student to the law and policy of the United States patent system. The course begins with a discussion of the origins and theoretical underpinnings of the patent system followed by a look at the composition of an issued patent and the procedural mechanism for obtaining patent rights. It then proceeds to a detailed examination of the substantive requirements of patentability, including the disclosure requirements, novelty, nonobviousness, utility, and subject matter. Thereafter, the course explores issues associated with enforcing a patent, including the scope of a patent owner’s rights, and the common defenses to a patent infringement suit.

This course is designed for engineers and scientists who are interested in learning more about patent law from a practical, or applied, perspective. The course covers various fundamental aspects of patent law, including understanding the patent document itself, patentability requirements, how to obtain a patent, and rights associated with an issued patent. Moreover, the course will explore strategic considerations relating to prior art searching, constructing and managing a patent portfolio as well as pathways to monetizing patent rights.