Since Cangene Corporation launched its first immune therapeutic, WinRho SDF, in 1980, it has established a solid track record of developing and commercializing plasma-derived products that address multiple illnesses. Those products need to be looked after legally as intellectually property, though, and there to perform the task is Francis St. Hilaire, vice president, general counsel, and secretary at the helm of the company’s legal department. He explains how his duties as a legal professional and product watchman impact his other role as one of Cangene’s business advisors.
Advantage: What is unique about the role of a general counsel at a biopharmaceutical company?
Francis St. Hilaire: If you were to take a cross section of general counsel in different industries, I think every one would say they focus on customers—but for us, it’s a special relationship. The decisions my department makes have an impact, in some manner, on the lives of patients. We provide advice through all stages of drug development, which ranges from research to the commercialization of products. We know that when we advise on mergers and acquisitions, there will be an impact on our product base, and that affects our customers. So one of our core values is patient focus.
You wear two hats. Could you explain what they are?
One of my roles is legal advisor, and the other is business advisor. On the legal side, I handle a broad range of matters spanning the gamut from securities to corporate, M&A, banking, intellectual property, pharmaceutical regulation, government contracts, employment law, and corporate governance. On the business-advisor side, I view the office of the general counsel as an avenue to contribute to the business’s decision-making process.
What forms does that contribution take?
I lead not just my department and my team but organizationally. As a member of the executive team, I have an opportunity to dig in and make a strategic contribution to the success of the company that goes well beyond providing legal advice and managing legal risk. That’s because the analytic skills that legal training provides, combined with some business acumen, can be really leveraged to influence how business issues are handled. So I will go into any business unit and insert myself into a meeting—even though legal issues may not be at the centre of the discussion—and ask questions: “Did you think about this? Did you think about that?”
Francis St. Hilaire’s
Graduates from the University of Manitoba with a BSC
Receives his JD and MBA from the University of Ottawa; begins articling with Winnipeg law firm Aikins, MacAulay & Thorvaldson LLP
Gets called to the Manitoba Bar and continues with Aikins as an associate practicing corporate and commercial law
Joins the legal department of the Great-West Life Assurance Company
Joins Cangene Corporation as its first-ever general counsel and secretary
Obtains the ICDD designation from the Institute of Corporate Directors
Gets promoted to vice president, general counsel, and secretary at Cangene Corporation
Can you give me an example of a situation in which you did that?
We recently completed a product acquisition. While we spent a great deal of time focusing on legal issues such as assessing the intellectual property landscape associated with the product, we worked closely with our business-development team hammering out the deal terms. We had to think strategically about the asset and translate legal issues into usable bits of information that could be factored into the valuation. In doing so, we worked through the assumptions underlying the financial model.
Are there any broad trends in health care that are changing the way you do business?
A lot of pharmaceutical companies are looking to grow their product pipeline through acquisition or licensing, and I see a trend toward increasing competition for product candidates. There was a time when there wasn’t a lot of overlap between the products Big Pharma wanted and the products smaller companies wanted. Big Pharma targeted large-market blockbuster drugs while smaller companies were focused on niche products that had the potential for a good revenue stream. Over time, with a decline in product candidates on the market, I believe that M&A activity has converged to the point that all pharmaceutical companies, big and small, are after the same piece of the pie. So, when looking to acquire products through acquisition or licensing, it’s more competitive.
How do you manage that challenge?
We have a track record of taking products through from development to commercialization and integrating product into our portfolio. Fortunately, we operate in a segment of the market where we can find product candidates that fit our strategy. Also, while we’re midsize, we’re very entrepreneurial and flexible, so we can act quickly when necessary.
What advice would you give someone seeking to follow in your footsteps?
When you’re an in-house counsel, there’s a real opportunity to be part of the business, and you have to spend time understanding it because that’s when you can be truly effective in your role and provide insightful advice.