From Innovation to Cash Flows (2225.YR.004220.1)

General information

Type:	OPT	Curs:	2	Period:	S semester
ECTS Credits:	3 ECTS

Teaching Staff:

Group	Teacher	Department	Language
Year 2	Constance Lutolf-Carroll	Dirección General y Estrategia	ENG

All MBAs are welcome if they have completed the first year required core courses. From Innovation to Cash Flows complements other elective courses being offered in the areas of entrepreneurship, entrepreneurial finance, venture capital, innovation, and design thinking.

There are no course incompatibilities and there is no overlap with the other MBA electives taught by the same professor.

Who should take this course?

This course will be especially appealing to those MBAs who are thinking of working in business development for start-up firms in fast-changing markets. Business developers are often the ones who are involved at a very early stage of the deal. They are involved in designing the alliance strategy, finding suitable alliance partners, helping with the valuation, and negotiating deal terms and conditions.

This elective will also be of keen interest to those MBAs who are contemplating setting up their own venture, or who may go to work for a start-up company, or join a social impact NGO.

For those who will be working in the fields of strategy consultancy, investment banking, M&A, private equity, or venture capital, this seminar will be worthwhile taking for the insights it offers on how to protect novel inventions and grow new ventures profitably.

The course will be valuable for anyone who needs to conduct alliances negotiations with strategic investors, technology partners, key distributors, or major customers. Or for anyone who is curious about the ins and outs of licensing trademarks or patents or structuring other types of technology transfer agreements.

Finally, this course is for those students who wish to do cases about innovation-driven ventures (either in media & entertainment, clean-tech, life sciences, telecommunications, or luxury brands) where often a high percentage of the company's value is tied up in the management of intellectual property (IP) rights, licensing deals, and strategic alliances.

3 ECTS x 25 hrs / ECTS = 75 hours
Consisting of 28 contact hours + 2 hrs asynchronous learning + 45 hours individual and team preparation outside of class time.

In Class:
- Discussing and debating the cases, responding to questions, 12 hrs
- Short mini-lectures, 4 hrs
- Giving group presentations in plenary, 2 hr
- Doing in-class exercises and breakouts, in plenary, 2 hrs
- Negotiating an International Joint-Venture, 2 hrs
- Debriefing on the JV negotiation exercise, 2 hrs
- Coffee breaks, 4 hrs

ASYNCHRONOUS
- Watching videos off-line for lectures or case wrap-ups, 2 hrs

Outside of Class (Student Preparation)
- Individual reading of cases, articles and book chapters, 17 hrs
- Group discussion and preparation of the cases, 8 hrs
- Working in teams off-line to prepare written case assignments, 6 hrs
- Individual reading, reflection, and writing up the take-home exam, 14 hrs.

Total hours: 75 hours.

The general aims of this course are to enrich student awareness, knowledge, and know-how about the importance of intellectual property rights when creating new business ventures. We hope to improve your ability to size up market opportunities for emergent technologies. Help you formulate viable go-to-market strategies for such early technologies. Help you think about appropriate product-market fit. Learn how to scale up a venture internationally. And how to successfully obtain financing for an early-stage venture.

We also hope you will gain skills in structuring and negotiating licensing deals and joint ventures (JVs), particularly in the context of growing overseas and entering new international markets.

Often licensing alliances and JVs provide the most flexible means for start-up companies to obtain access to intellectual property (IP) rights, secure funding, and tap the know-how of strategic partners. In fact, firms of all sizes use alliances and joint ventures as vehicles to obtain access to vital R&D, to new markets, or to tap new customers through expanded distribution channels.

Thus, knowing the benefits and pitfalls of collaboration, intellectual property rights, and venture financing are important topics for all MBAs. For high-tech ventures, forming strategic partnerships and alliances may, indeed, be vital to survival.

FACULTY PROFILES

CONSTANCE LUETOLF-CARROLL is an educator and entrepreneur. She is Senior Lecturer at ESADE Business School and a faculty member of the Strategy and General Management department. She joined ESADE in 1986. Connie teaches strategy, finance, and entrepreneurship courses for a wide variety of ESADE degree programs. At the same time, Connie is also concurrently Visiting Professor at RSM Erasmus for the Executive MBA program (since 2001) and Senior Visiting Professor at SDA Bocconi for the Master in Corporate Finance program (since 2005).

Connie was cofounder of Netspan AG, a Swiss technology company and an early Internet applications provider. She currently owns her own consulting firm Luetolf-Carroll, GmbH, that advises new ventures. Connie holds a BS (with honors) in civil engineering from UC Berkeley, where she was a Regents' Scholar, and earned her MBA from Stanford Graduate School of Business.

ALEJANDRO (ALEX) FLORES JIMENEZ is an Academic Collaborator at ESADE for the General Management and Strategy Dept. He is currently Head of Department in the European Patent Academy, in charge of on-line training for the European Patent Office (EPO). In 2019, Alex was named Program Manager for the execution of the knowledge pillar of the cooperation strategy of the European Patent Network as part of the implementation process of the EPO Strategic Plan 2023.

After becoming a Telecommunications Engineer in 1996, Alex worked as a researcher first in the field of superconductivity at UC Berkeley and then in Earth Observation Sciences at the Institute of Space Sciences (CSIC-IEEC). He holds a PhD from UPC in Barcelona. While working at the EPO he completed his Spanish law degree at the UNED, from 2000 to 2006, and passed the European Qualifying Examination in 2008. In 2017, he earned his Executive MBA degree from ESADE.

Alex was a Patent Examiner at the EPO for 10 years. He was active in developing classification tools and has been a lecturer and trainer for internal and external audiences. Since 2010, his interests have focused on the design and development of on-line training solutions for adult education at the EPO.

By the end of the course, students should be able to:

1. Recognize the importance of protecting intellectual property rights when creating new business ventures and the reasons for doing so.

2. Identify the main types of intellectual property assets and assigned rights in a company or organization (trademarks, patents, copyrights, proprietary know-how, and registered design rights).

3. Demonstrate knowledge on how to set the royalty rate for a simple patent or trademark licensing agreement.

4. Develop search criteria to screen and select appropriate technology markets.

5. Be able to screen and evaluate alliance partner candidates using appropriate criteria.

6. Be capable of structuring and negotiating the terms and conditions of a technology transfer joint venture agreement.

7. Be more familiar with the key clauses of an investor term sheet and shareholder agreement.

8. Be able to understand how venture capitalists value a startup.

1. Session 1 - Creativity and the entrepreneurial process.

2. Session 2 - The Identification, Protection, and Renewal of Intellectual Property.

3. Session 3 - Why Patent and When? Strategies for Patents in Startups. Using Patents for Competitive Intelligence.

4. Session 4 - The Role of the University Technology Transfer Office.

5. Session 5 - Crossing the Valley of Death - Some basics about structuring technology license agreements and technology transfer term sheets. Valuing new ventures using the Venture Capital Method.

6. Sessions 6 and 7 - Structuring and negotiating an international joint venture (in-class negotiation exercise).

7. Session 8 - Scaling up a new venture.

The course will be taught in person on the Pedralbes campus. Your teacher will use a variety of teaching methods including case discussion, Socratic questioning, mini-lectures, polls, a JV negotiation exercise, and other in-class activities. Off-campus you will be working individually to read, study and watch the videos posted on Moodle that cover the lecture material or other relevant topics. You will be working in your group to discuss and prepare the cases, JV negotiation, and team papers.

As you all know by now, the case method requires careful preparation and active participation of each member of the class. Regular participation is very important as each session builds upon the prior session. MBA students are expected to come to class on time. Punctuality is important.

I expect each of you to have read the case, and not only have prepared individually the study questions, but also to have discussed them in your study teams BEFORE class begins. Afterwards, I encourage you to reflect upon what you have learned during the session. In so doing, you will gain the maximum learning from each day's class.

ASSESSMENT BREAKDOWN

REQUIRED TEXTBOOK

From Innovation to Cash Flows: Value Creation by Structuring High Technology Alliances (2009) by Constance Lütolf-Carroll with the collaboration of Antti Pirnes and Withers LLP. Publisher: John Wiley & Sons, Inc - Hoboken, New Jersey. ISBN 978-0-470-11809-2 NOTE: An e-book version of the textbook is available in ESADE's digital library.

COURSE READINGS

Breakeven Analysis and Operating Leverage: Understanding Cash Flow. An excerpt from The Manager's Toolkit: The 13 Skills Managers Need to Succeed. Reprint 5252BC (ISBN B 978-1-4221-0525-2)

Burgelman, Robert A., and Robert E. Siegel. Defining the Minimum Winning Game in High-Technology Ventures. California Management Review. Spring 2007, Vol. 49, Issue 3.

Chaplinsky, Susan. Valuing the Early-Stage Company. Technical Note. UVA-F-1471 (Rev. Sept. 6, 2016)

Eisenmann, Thomas; Eric Reis, and Sarah Dillard. Hypothesis-Driven Entrepreneurship: The Lean Startup. (HBS 9-812-095) rev: July 10, 2013.

Group	Teacher	Department
Year 2	Constance Lutolf-Carroll	Dirección General y Estrategia