Biotech Leadership: How Jean Liu Mastered The Shift From GC To Board Roles

Thanks, Joe. So great to be here.

Well, I'll have to rewind all the way back to law school. As I previewed in my bio, I started off actually doing science, and that was what I originally thought that I was going to do. Then I switched to the law. When I was in law school and then when I started my first years in the summer at law firms, I quickly realized that it was actually really fun to use my scientific training in addition to my law training. I loved combining the two. I thought, one of the things that is most thrilling about science is that you actually get to dig into the business of it as well as the science of it in addition to the law aspect. I thought, wouldn't it be great if I could actually do that all the time? If you're in a law firm, you obviously just get cases whatever comes your way, and sometimes they're in the electronic arts, which I did, and that was pretty interesting too. But I really loved the biological sciences, and I thought if I could get a business role doing this that could also leverage my law, then that would be it. Of course, I've just described what a general counsel is. A general counsel is largely a lawyer who specializes in the business that the client does.

When I started in undergrad, I did molecular biology, which is the study of how molecules, the molecular part, basically we're talking genes and proteins are expressed in the body. We're typically talking about a human body when we're talking about therapeutics, but it can theoretically be in any living being, like a tree, bacteria, or a virus. Molecular biology is basically understanding how those molecules are made and expressed in a living being and how they're regulated. It's a very complex science, which is why many people study it and it takes forever.

Actually, it really wasn't. That was one of the things I discovered. I did pretty well in science, but my first year in law school, I was a mediocre student. It took me a while to get used to it because writing blue books, or whatever law students do now, where you answer questions with no real right answer, it's more about your analysis and understanding the reasons behind why things are decided the way they are, with all the points and counterpoints. Science is pretty good at that, but the expression of it, the writing down of it, people make jokes about scientists not being terrific in that aspect. Lawyers, our training is to be advocates, to express our positions in the best, most eloquent, understandable, and persuasive way. That was something I had to learn a lot, starting from the beginning.

I recently had a discussion with one of my good friends from law school, and I had no memory that I really wanted to do that in law school. I didn't think about doing that until I was in a law firm. But she reminds me that I said something to that effect when I was in law school, but I have no memory of it. So it could have been deep-seated. I think that very quickly in law school, after I got into law firms, I started off doing intellectual property litigation, then I had a couple clients in the biotech area, and I liked it so much that I decided to become a specialist. I turned my career when I was a fourth year associate from doing patent litigation to doing deal work, transactional work. One of the things I really wanted to do was to think about moving business forward. A lot of litigation is about events that happened in the past, particularly in intellectual property, did you or did you not use somebody else's technology. It's backwards looking. I had a couple of clients where we did a great job on the litigation front, but then the client went away because they were outcompeted or technology absorbed their function. The lesson I learned was that you have to keep your eyes forward. So it seemed obvious to me that I needed to learn much more about the business. That's when I started doing deal work. Once I started deal work, it was a very natural transition. I probably did it intentionally because I wanted to eventually be a general counsel, so I intentionally adapted my career for that cause.

It was difficult because you have to take steps back. They're not going to treat you with the same experience as a third or fourth year associate. When I started drafting agreements, I had to go all the way back to what first or second year associates did. I had a little bit of an advantage because of my scientific training. People wanted me to work on cases because they had a hard time recruiting lawyers who could understand the technology, so they were predisposed to want me on their matters. Honestly, I don't know if it's easier now because there are so many people from scientific backgrounds. For me back then, it was still a little rare for people with technical degrees to be in law firms, so I had a lot of accommodations and help from people who wanted to see me on their matters because of my science.

I think I took my first in-house job in 1998. I graduated in 1993, so that's about five years later.

My first title was VP of Legal. It was a very carefully negotiated title because what I wanted was to be the first lawyer and the head lawyer in a small startup. It was really small, I was probably the third senior person hired, employee number five or six. It was important to me because I really wanted to be a general counsel, so I asked for a title that wasn't quite GC but effectively was.

Yes, I did. I got the GC title probably a year or a year and a half later. It was a formal ask of my boss, and he said yes.

Biotech is a really unique space. Most biotechs are not profitable in the formal sense because drugs are very prone to failure. Getting a drug approved is a really big deal and very rare, but everyone tries and spends a tremendous amount of money trying to do it. Even though it's hard, a lot of people are motivated because it could be lucrative if you get a really good therapeutic, and also by the holy grail of curing cancer or finding a vaccine for a deadly disease. Being in a biotech company, you've got to love the roller coaster ride. It's kind of like really fast up and really fast down. I had a CFO who once said, 'In a biotech company, you're always on the cusp of wild success or wild failure.' That's actually true. You're literally on the knife's edge. There have been so many biotech companies counted out because their first therapeutic had safety issues or didn't look good. Take Alzheimer's disease, how many therapeutics have been approved? Very few, and the ones that have been approved have been controversial. But that doesn't mean people won't chase it. When the stock is high, you can raise a lot of money and do a lot of deals, and things go crazy. Just as quickly, something runs afoul of your therapeutic, it doesn't work, there's a safety issue, a competitor does it better, or your drug can't be used in the therapeutic regimen. If that doesn't work, things can come down just as quickly. Being a biotech GC, you have to be in a furious offense-defense mode all the time. Some people love the adrenaline, some hate it. It's an industry that's very unique, and you have to love it to stay in it.

I think, Joe, you're a GC too, and this is one of the things that for anybody who listens, you quickly realize that you only have one client when you're a GC. That means you don't have diversity of clients. That can be a pro or a con. The pro is that you understand the business and can concentrate your acumen and learn about the business in a very directed way. The negative side is that you only have one client, and if the company doesn't do well, your career is stuck. You could be an excellent lawyer, but if the company doesn't do well, that's where you are. When I became a general counsel, I kept emphasizing that when you go in-house, the business is key to both your success and not success. It becomes a combination of your acumen as a lawyer, luck, and whether you chose well in terms of your client and the business. Sometimes you can do the best job possible and just not get the breaks because the industry is different. So back to what I did next, I worked for a series of small biotech companies and picked up a lot of skills, including handling a lot of tumult. My first client we took public, and then the stock dropped because of the dot-com boom and bust. Biotech was super hot, then super not hot. I've ridden that cycle many times. As a result, I wanted to learn the skills of how to deal with crisis. In biotech, being a GC, you learn very well how to handle bad news, safety issues, disclosure issues, industry level issues. When I first started as a GC, there were times when I was frightened, like deer in the headlight moments. Many of the issues weren't legal. You learn that it's never as bad as you think, nor as good as you think. You have to be really clear and level-headed. I spent a lot of time calming myself. Through decades of experience, I still do this thing when I get something very high or very low: I say, 'Get a grip. Take a deep breath. What's the first thing you have to do?' Then you triage it. Through repetition, you get better and better.

It came over time, like everything in life. Do you remember, Joe, when I was a first year lawyer, I used to see letters that senior people would draft and think, 'How do they write in such beautiful English? They sound so authoritative.' I couldn't even draft a transmittal letter. Then 20, 30 years later, you look back and still feel that way sometimes. But we get better over time. Practice makes perfect. One of the memories I have early on in law school is reading an opinion by Justice Cardozo and being asked to critique it. I thought, 'Who am I to question?' But then you go through that learning curve and you can't not question things. That's part of being trained as a lawyer.

At my first biotech company, I learned to take a company public, enshrine legal operations from scratch, hiring intellectual property and contracts people, and doing operations. I was literally a jack of all trades, one lawyer, so you learn to think like a business person and make decisions. Instead of looking for a client to make a decision, you have to make a decision. The client is looking to you. That's the biggest difference between being in-house versus outside. The outside law firm asks the client what they want to do. In-house, the business people are looking at you as the lawyer, asking what they should do. You're making the decision. Learning how to do that and not being super scared about it. At my second job, I did a lot of partnering deals, licensing, collaborations. At Halo, we had a specialized technology that worked really well with large molecule drugs, and it's now being used by almost all major biotech companies to turn an IV infusion into a subcutaneous injection. We did a lot of partnering deals. My third job was at Seattle Genetics, which became CGEN, a cancer therapeutic company. We were proving out antibody drug conjugates, a novel platform for delivering cancer therapeutics. The idea is to take the specificity of an antibody and attach a small molecule that can kill or modulate the cancer cell. CGEN was one of the pioneers in that field and did extremely well. We brought on several antibody drug conjugates that became very important drugs. I worked with a great management team that launched their first drug, increased the number of labels, and brought in several new drugs. From that company, I learned to do a lot of deals, complex M&A transactions, acquiring drugs and companies, licensing in drugs and technology. That was my last in-house job. The company got acquired by Pfizer at the end of 2023. That was a culmination of a lot of work. CGEN was very successful in improving ADCs, so many people were interested in the company. It cemented the progress and success of CGEN in antibody drug conjugates to attract a prominent company like Pfizer.

When I got to CGEN, the entire department was maybe 17 people including myself, not all lawyers. Probably 10 lawyers, including intellectual property lawyers, transactional lawyers, and some paralegals. Compliance resided in the legal group. By the very end, we had a legal group in the 70s.

This was from 2014 to 2023.

Yes, very much. The legal group was commensurate with the growth of the rest of the company. We started with one medicine and ended with four therapeutics, so you can imagine the infrastructure and personnel needed to fund that growth.

They were all new hires. I can't remember very many legal members joining through acquisitions. It was mostly new hires.

I think one thing I learned was to be okay with uncertainty. I was never a person who loved uncertainty. I always wanted to know the outcome, the end goal. I learned that you have to be really comfortable in not always knowing exactly where it's going. If I had known that earlier, I might have enjoyed the ride a bit more. Another thing I wish I knew is that it's okay not to be the person talking. A lot of times people think lawyers are outspoken and want to tell people what to do. But the right answer for a lot of lawyers is to first exquisitely understand the problem and realize that a lot of times the legal solution is not the answer. It starts with what the client really needs and wants to do. That's a great segue into talking about the board of directors. The number one rule of any lawyer in-house is to implement the strategic direction of the company, and to do that, you need to understand what that strategic direction is. A lot of what we do is explain that the strategic direction is informed by the law, but in the end, the decision is up to the board of directors and management. It's important to understand that well before you open your mouth and start talking about the law, and to be okay with just listening a lot and understanding the business. I wish I had known that more and felt more comfortable with it.

It was a deliberate pivot. As general counsel, we're always in the boardroom. Most general counsel know who's a good board member and who's not, and they know when a board is well functioning or not. I was in the boardroom so often that I thought, this seems kind of fun. This is where the strategic direction is made. The role of the board is to set the strategic direction of the company, but it has to be informed by the facts on the ground from management. It's garbage in, garbage out. If management doesn't tell the board exactly what's going on, you have situations like WorldCom and Enron where board members swear they didn't know the books were being cooked. I tend to be a bit of a moderate. I do think it's harder than you would think. If you're a director, you think you can understand everything that goes on in the company, but sometimes if you're not told, how do you know? You're told what you're told. Unless you're really digging in, which usually happens when you don't trust management or there's a crisis. Being a director is like a microscope. Sometimes you have to focus down on small things, and sometimes you have to step way back to see the big picture. I wanted to be a board member because I wanted to see the big picture, understand the business, and participate in setting the strategic direction of the company. I think it's super fun. I joined all three of my boards while I was still sitting as chief legal officer for CGEN.

A couple different ways. One is that you tell people you want to be a board member. By the time I was 30 plus years out of law school and in the industry that long, I had lots of people who had grown up to be CEOs and senior directors. I told them I was interested in being a board member, so they started telling me about opportunities. Another way was that I worked with a networking session focused on increasing the number of women sitting on boards in biotech. It was called Boardroom Ready, sponsored by Women in Bio, which is a subset of BIO, the industry group for biotech. They had a program with a cohort of qualified women, matched with mentors who were sitting directors, and gave foundational knowledge about what board members do, including understanding financial statements, the role of audit committees, and compensation. That networking group was a great source of opportunities. I got a great mentor there who introduced me to people who helped me get on one of my boards. Another board I got because I knew somebody from a prior job. When his company went public, he thought it would be nice to have someone with my experience and acumen. So it was a combination of networking, telling people about it, and a more formal industry group networking.

The funniest thing is that people repeatedly remark that I don't really act like a lawyer. People look to me for legal expertise and say, 'Jean, you're the lawyer, what would you do?' But for my part, I almost never focus on the legal aspect first. Most times, what you want to do is legal, but it may not be a good idea. It starts with what you want to do and where the business is going. I spend a lot of time asking open-ended questions about where we want to go and the trajectory of the company. Being a lawyer informs me that it's not about the law; it's about where the business needs to go. Then we can come in and establish how to pull the levers. Most times, even if you can't do something one way, you can do it another way. Good lawyers can advise on that. The upshot is, do you want to raise money now? Is it super dilutive? When is the right time? It's not about whether you can do something legally; it's about what's right for the business. I spend a lot of time reminding other board members that before we jump to whether it can be done, we should talk about whether it's a good idea. Only after we thrash that out do I go to how we actually do it.

Right now, I want to continue to grow and learn. We're lateish in our career. I don't have an aspiration to go back to a law firm or to be a general counsel immediately. Maybe that will change, but not right now. I'm loving being a director on boards. I'm also looking to do other interesting things that are none of those above. I'm in a very privileged position of choosing what else next I want to do. I would love to continue to learn and develop skills I just don't have. I'd love to do something with policy, not going into politics, but understanding policy and how we can do things bigger than individual corporations, like tackling new technology areas. I've been spending a lot of time talking to people about therapeutic areas I feel strongly about, like cancer and autoimmune disease. I want to contribute in some way, not necessarily in the law. It could be helping found a company, putting people together, or being on boards. I'm also focusing on not-for-profits, like industry groups developing novel areas helpful for science and society. I want to do that in the service of learning, rather than repeating what I've done before.

Sure, Joe. Talk to you soon. Take care.