text:
Helping to Prepare Biomedical Engineers Entering the Workforce
By Nick Tippmann, April 24, 2018 , in Global Medical Device Podcast and Regulatory Affairs
Students offer hope for our future. They will be developing products that can save our lives, or at least improve our quality of life. We need to give them as much guidance and advice as possible.
On today's episode, we have Associate Professor Andrew DiMeo, who shares his mission and what he is trying to do with the biomedical program at the University of North Carolina and North Carolina State University.
● Andrew's biomedical product development course is based on quality and regulatory.
● It is possible to be creative and innovative in a restrictive regulated environment, like biomedical engineering.
● Some people believe regulations/controls and the status quo prevent them from getting things done.
● The reasons why controls and regulations are necessary.
● How to prepare biomedical engineers entering the workforce.
● Andrew teaches students by using a real-life medical system.
● Regulations should be kept simple to avoid being too restrictive.
● Andrew describes a siloed world where collaboration is key.
Andrew DiMeo
Andrew Dimeo's blog
EG-GILERO
Ted Mosler
Todd Korogi
FDA Quality System Regulation
Stanford Biodesign
The E-Myth Revisited
410 Medical
Mark Piehl
Intuitive Surgical
Quotes by Andrew:
"The biomedical engineers are almost like glue. They wear so many different hats."
"I'm going to show you how you can be innovative and creative within a regulated environment."
"I can't tell you how blessed we feel to have the generosity of Greenlight to give the students the opportunity to work in a real enterprise software system."
Announcer: Welcome to the Global Medical Device podcast, where today's brightest minds in the medical device industry go to get their most useful and actionable insider knowledge direct from some of the world's leading medical device experts and companies.
Jon Speer: All right. This episode of the Global Medical Device podcast I really enjoyed the conversation that I had. In fact, I get a little emotional in the middle of the conversation. It felt really good to have this conversation because I really believe in what Andrew DiMeo, the associate professor biomedical engineering at NC State and University of North Carolina ... I really believe in his mission and what he's trying to do and the success that he's been having with the biomedical program at those institutions. I hope you enjoy this as much as I did.
Hello and welcome to the Global Medical Device podcast. This is your host, the founder and VP of quality and regulatory at Greenlight Guru, Jon Speer. I'm real excited about the conversation that we're gonna have today. I'm talking with Andrew DiMeo, associate professor of biomedical engineering at North Carolina State and the University of North Carolina. Andrew, welcome to the Global Medical Device podcast.
Andrew DiMeo: Hey, thanks so much for having me, Jon. It's a pleasure.
Jon Speer: I'm excited about this cuz you and I have had a chance to chat quite a few times prior to now, but I'm excited because of what you're doing. Why don't you tell us all a little bit about your background and your experience and the type of things that you get to do on a daily basis?
Andrew DiMeo: All right. Great. As you know, I'm a professor today at NC State UNC in biomedical engineering. I teach a class called senior design. At the end of the day, it's biomedical product development, innovation, a little bit of flare of entrepreneurship. But it's been a fun background to get me here.
I actually started my career in the New York City motion picture industry designing sets and doing set dressing, props. Went on to study physics and biomedical engineering in college and then went into the industry and worked at Alaris Medical Systems. They're now Care Fusion, part of a BD company. And there I was a design engineer, project manager and learned the whole medical device product development process cradle to grave. It really impacted what I do today. Went on to start my own product development service company called Gilero. They're now EG-Gilero and they're still doing great. And then I started a trade association for medical device companies in North Carolina and that was all prior to coming back and doing what I'm doing today here at NC State, which I've been doing for 12 years now. It's kinda hard to believe that it's been that long.
Jon Speer: I know. Time flies. And maybe it came out when we talked before, but I guess I didn't realize that you're one of the founding principles of Gilero. That's awesome.
Andrew DiMeo: Yeah. Man, those were some really fun days. We were three of us. It was Ted Mosler ... I'll give you ... If you know about Gilero, I'll give you a little clue. The three founders were Todd Korogi, Ted Mosler and Andrew DiMeo. And Gilero is the last syllable of each of our last names.
Jon Speer: And here I thought it was some Italian dish or something. That's really cool. And this was part of what I'm excited about today because when you and I have talked, one of the things that I'm passionate about is trying to share knowledge with people and specifically medical device professionals. And I think it's really important. I've done a lot of work with some different universities, biomedical programs. Sometimes I've gone there to speak or I've shared some content with college students and when I talked to you it was a little bit different. Maybe it's the industry background, maybe it's the entrepreneur background. I'm not really sure. But it was very clear that you structure your program for students in quite a different way. You put a much heavier emphasis on quality and regulatory for students. Why do you think that's so important?
Andrew DiMeo: Well, I gotta tell you this goes back the days that I was at Alaris Medical Systems with Ted and Todd and the team up there. I'll never forget. When I first started, I had never heard of the FDA's quality system regulations. At the time I had a masters in biomedical engineering, went to work for a medical device company and then it was just like read all these standard operating procedures, watch these videos, learn from the FDA. And it was overwhelming but it was just part of the job. To me, it was not that big of a deal but what I'll never forget was a young engineer ... I was a little older, for whatever it's worth. I was a little bit more mature cuz I had done some other things in the movie business and whatnot.
We hired a kid fresh out of school. He came from Penn State. He picked up and he moved to North Carolina, got a car, a place to live. He was starting a whole new life and he was this really energetic, young, creative kid and he was working for the product development group with us. And within a few months just was miserable. It was like he was trapped in this cage. And he hated it. He couldn't stand being in this regulated environment. And I thought wow, this is ... It just was a story that stuck with me.
And certainly when ... I had to maintain a design history file when I worked in those days and then when Ted, Todd and I started Gilero we had to implement our own quality system so we had to set one up. I had this experience of setting up a quality system for a company. And here I am hired to teach a senior design course in biomedical engineering at NC State back in 2006 and I had this ... My mission at the time was give the students the best education in the world. That's what I wanted to give them. How to do it. What was I gonna deliver to them?
I just wanted to give them the best of everything I knew from industry, which included quality system regulations. I wanted to find out what the best academic practices were going on in the world and there was a fellowship program going on at Stanford called bio design, which no one knew too much about way back then. The book hadn't been published yet.
But it was this story about this student that guided me in the importance of hey, I want you to live it now. You're gonna live this in this class. And two things were gonna happen. One, I'm going to show you how you can be innovative and creative within a regulated environment and how badly we as an industry need that. It's sort of like there's a group of people that fit really well into this regulated environment, but they're maybe not the most creative people. And then there's these really creative people that can't stand it and we're losing them and therefore the industry is losing very talented, creative people. And I wanted to be able to say you can do this. You can do both. And if you really do hate it, you found out here before you moved to a whole new state and started a new life.
Andrew DiMeo: That was the inspiration at the beginning for sure.
Jon Speer: Yeah. And you said something there that I really wanted to add to what you said. Creative, regulated. Sometimes those seem like those are conflicting principles or criteria, certainly in our industry these days. The other thing that I see happening is for those who have stuck with it for a period of time, they get so disenfranchised years later that they lose themselves. They may still continue to go through the motions at their medical device company doing the thing that they need to do but they feel stuck working in too restrictive of an environment, whether that be perceived external regulations that are forcing me to do certain things or just internal processes that we put in place at company. I see that a lot, too, where people just get disenfranchised and they kinda lose their identity but yet they continue to go through the motions. And that's not fun, either.
Andrew DiMeo: Right. Agreed.
Jon Speer: I mean, I've been that guy. There's a time ... I used to work in industry for a large company years ago and I did a lot of work in product development for quite a few years and it's fascinating. When I tell people that I used to get literal cocktail napkin sketches from doctors for concepts and ideas and then I actually would take that and go to the next step, prototype, test, all those sorts of things. It seems like it's cliché but it is real. I've done it. You've done it.
Andrew DiMeo: Yeah. Absolutely.
Jon Speer: I mean, you're doing it now with your students I can imagine as part of the program as well.
Andrew DiMeo: Mm-hmm.
Jon Speer: But then there got to be a point for whatever reason I was trying to climb that later, you know? Just trying to get to that next step and that next step was more bureaucratic. It was more stifling and any creativity that was left in me at that moment of time completely got sucked out of my being and I ended up leaving the company a couple years later. At that moment in time I could not have told you why I left, I just knew I needed to.
Andrew DiMeo: Right.
Jon Speer: Something deep inside said go do something else. And fast forward many years later and starting Greenlight Guru we built this fantastic software platform. And I guess that's my message to folks is if you're in this industry or any industry, it doesn't really matter, frankly, be passionate about what you do. Love it. Embrace it. If you can't do that, then life is just too short.
Andrew DiMeo: Yeah. Yeah. You know what, it's ... I can't agree more. Be passionate about what you do for sure. I think it's kinda funny that here we are, both of us at a point in our career finding ourselves stifled in our jobs for whatever reason and I left and started Gilero and the first thing we did was set up a quality system because we had to. And you left and started a software system for maintaining quality, right? It's almost like the world that maybe caused some of the bureaucracy was also the place to be innovative in, you know? It's kind of an interesting-
Jon Speer: Yeah. I hadn't thought about that, but I always describe myself as a system thinker, you know? I can see flow charts in my mind of all these different process steps. But yeah, that's a really good point. The motivating factor for me to start Greenlight was the status quo of conventional wisdom, it was wrong, and it was preventing people from getting things done. Like I sometimes engineers say "Oh, I hate design controls." And I'm like, no you don't. You hate the process. You don't hate design controls, because design controls is what we do as product development engineers. We're all trying to design the best product possible that is going to be safe and effective for patients. And that's the whole premise behind design controls. So if you hate design controls, chances are the process that you're operating under is the wrong process.
Andrew DiMeo: Agreed, yeah. And or you just don't know why you're subject to this process, right? It's just something that's been put upon you without a particular reason, you know. If we can go to work and know, hey look, do you want your products to be safe and effective for the patients that they reach? Yes, of course I do. Well, we've gotta put some controls around that, you know? And so there's a good reason for these controls to be there, and in fact they're part of what makes the output of, the class that I teach, and companies that do a good job, what makes the output so good is because they're committed to a process of developing safe and effective products, in today's age that lower the cost of care and improve health outcomes also, you know? That's of course extremely important.
Jon Speer: Right, right. Folks I just want to remind you, I'm talking to Andrew DiMeo. Andrew is the Associate Professor of Biomedical Engineering at NC State and UNC, and we're talking a little bit about what inspires of course, but more importantly, what each of us can do to try to help, I guess, elevate the entire industry. We didn't say that yet, but that's really what we're trying to do is inform people about how to operate in a professional manner, but do so that promotes creativity and innovation rather than stifling it.
So, Andrew, I should have looked, but I didn't look and I can't remember off the top of my head exactly how you and I got connected. Maybe it was the universe that brought us together. I'm not so worried about that, but I'm glad that happened. And one of the things that, I don't remember if it was the first time we talked, or the second time, or even the third time, but there was a light bulb that went off for me as you shared some of your story and your background. And the light bulb was, this guy Andrew is teaching and working with students all day every day. And for years, I have been trying to communicate to other biomedical programs, I've been asked what can we do within our program to help better prepare biomedical engineers when they enter the workforce?
And every single time I said to them, you need to do more about teaching quality and regulatory. You need to do more about teaching quality and regulatory. And I spoke with you, you were telling me that, you know? And I was like "Hey, Andrew, I've got this idea. Greenlight Guru has a software platform, and eQMS software platform, that's designed specifically for the medical device industry. What if we work together to put Greenlight Guru in place as part of your curriculum, and enlist your students?" And you loved the idea, and now you've been using the platform as part of your courses now for I guess we're looking at almost two months. I'm curious, how are things going with that?
Andrew DiMeo: It's been just an unbelievable experience. I can't tell you how much, how blessed we feel to have the generosity of Greenlight Guru to give the students the opportunity to work in a real enterprise software system. It's like you can see on their faces that they know that they're doing something that's adding value for their future job search, you know? And so what it's done, when I started this course in 2006, I created a quality system in my head.
It's sort of like, I don't know if you ever read The E-myth Revisited, like when the technician goes to work, they just go to work doing what they do, and all the processes are not written down and formalized. And so the quality system came from my head to the students. Like "You will do this 5 phase process. You will complete all of these deliverables. This is how you will name them. This is how you will revise them." And it worked fantastic for the first few years when the class sizes were 35, 40, 45, 50, but as they grew to 60, 70, now we're at 80 kids in the class, that was not a very scalable thing.
Jon Speer: Wow.
Andrew DiMeo: And then it's another thing to have that's fresh out of industry bringing this to the table. That's been around for 12 years, now you're just like, you know, what you teach isn't taken as literally by the students as something that's important. And so, I've always wanted to make them live it. Like, this is real life. This is living in a medical device company. Every company has a system. And instead of using the system I've sort of ad hoc created for you in my head and experience over the past 12 years, you're gonna use a system that's real. A real quality management system.
And so I create this sort of simulation of a company. You don't come into my classroom, you come into a company. And we have a mission, and our mission is to produce proof of concept to fill an unmet medical need by the end of the academic year. You identify that need in a hospital at the point of care. You propose solutions, you take it through the product development process. This is a real company. And we have real outputs over the years. One of the companies ... we've had five spin-out companies come out of the class. This is not a [crosstalk 00:18:08] class, this is just a regular class required of all students. But the process itself is so rigorous and so good that the output is high quality output. And so, for example, 410 Medical, look it up, it's a company based in Durham, North Carolina. That started as five young women in a hospital meeting a clinician, Doctor Mark Peele, and that was sort of the beginning of what then became what is today 410 Medical.
And so I'm sort of simulating as real life as possible. But what Greenlight Guru has done is turn that simulation up, like an order of magnitude. The simulation is so much more real. You're not using my back of the book, back of the napkin quality system. This is the real deal right here, you know? And it's forced me to up my game too. Like when I said, I'm really starting company. I just got a new enterprise software package. I gotta learn this thing too. And I've been writing up, cranking out new standard operating procedures, new guidance documents, because with using Greenlight Guru we've had to institute some new best practices within our program that works for our company here inside the walls of an academic institution. It's just been, we've all grown for it. I've grown for it, the students have grown for it, it's been really an incredible experience.
Jon Speer: I'm really at a loss for words. And you can see my face. I know that those listening won't see my face, but thank you for sharing that, because I had no idea. I had an idea that it would be helpful, but I really had no idea how impactful that this little experiment that you and I came up with, I had no idea how impactful that would truly be. And I'm kind of emotional right now, but it's a good thing. It's a really good thing.
I'm so thrilled that we've been able to help with that, because we're at a time of a lot of uncertainty, well throughout the world, but certainly in the medical device industry right now. A lot of big changes that are happening, with all those changes in Europe with the regulations, all the changes with ISO 13485, the single audit program, and there are probably a few others. But now more than ever, we need some solid foundation. We need some certainty. We need some clarity. And we need some simplicity, not making things more complicated. There's way too many rules that seem to be put in place, and I get that you need some structure. I'm not saying we need anarchy, but we need some structure, but at the same time it has a diminishing return if it's too rigorous.
The light that we try to shine, I suppose, here at greenlight.guru as well, that let's just keep it simple. Let's keep it straight forward. Let's make it as easy to use as we possibly can, and do so in a way that really helps people understand why they're doing these things, so that's been great to hear.
I know enough about you that, you've probably shared just a small piece of who you are, and what drives you and you're passionate about. I've had a chance to read some of your blog posts. I'll be sure to share that with folks as well on the link that accompanies this. But I know you have a bigger idea. So, tell me, what is your big idea?
Andrew DiMeo: My big idea, it's about collaboration. I think my symbol for is this is, if you've ever been driving down the road and seen a cell tower wrapped in tree branch. Have you ever seen this, John?
Jon Speer: No, a cell tower wrapped in a tree?
Andrew DiMeo: Yeah, keep an eye out. Here, in North Carolina, I don't know if they're all over the country, but you can drive around and you see this tall, tall cell tower and they want to make it a little bit more aesthetically pleasing for the landscape, so they wrap it in, it looks like an artificial Christmas tree wrap. Forgive me for going into this area, but this is just ... I call it my symptoms for a siloed world. This is a world in which we have business people who identify and need and come up with the specifications and the requirements for such a tower. Engineers that build this tower. Designers who come in and, at the last minute, wrap it in tree branch. I just can't help but think, "Why can't all of these folks work together from the beginning and design an environmentally friendly, inherently beautiful, functional, affordable cell tower?"
My message in the medical device industry is, while it's not pretty in, say, telecommunications, it's the thing that's going to make your awesome innovations fail in the medical device industry. We can't afford to wrap it in a tree branch at the end. We, as engineers, need to be working with marketing, with industrial design, with cross-functional teams, the clinicians themselves, and trying to understand the needs from the very beginning. Documenting those needs from the very beginning. Doing a business case, understanding if there's a market, can we reduce the costs of care with a solution. Can we improve health outcomes? What is the regulatory burden up front? And think about all of these things at the very beginning, because this is the only way that really innovative products are going to find their way to patients.
This is what I'm really passionate about. There's no reason why we can't be doing this on college campuses. We've got all the expertise we need here, in a place like NC State. We've got a college of management, a college of design. We've got college of engineering, one of the best in the nation. We've got local hospitals that have so generous to open up their doors to us, hospitals like Rex, and Duke, and Wake Med. All the hospitals are welcoming our students in there and it's just unbelievable the generosity from the community, and companies like yours. We have all the pieces in place, but the silos have to come down. The silos have to come down for people to be able to work together to do this, to together make life saving, life changing products for everyone.
That's the big thing that I think about every single day.
Jon Speer: I don't remember if I've shared this with you, but at the risk that I have just pretend it's the first time you're hearing it. But for those who are listening, I got into the medical device industry accidentally. It wasn't a planned path. I have a chemical engineering degree and junior year, maybe senior year. I think it was junior year, I took ... engineers have to take electives and other engineering disciplines. And I'm like, "Great." I had some friends that were taking some of the biomedical courses and they're like, "Yeah, you should try it." If I'm being honest, it was actually because I needed a GPA booster and I heard some of those courses were a little bit easier. But, anyways, it was fascinating. It was like, "Wow, I had no idea." Here, I'm probably 20, maybe 21, at the time and I hadn't even considered the possibility of being an engineer to design medical devices. The thought didn't even enter my mind.
I was in college in the late '90s and it was the dot com era. If you're a little bit younger, you may not know what the dot com era is, but you can look it up. All these tech companies were starting to just explode. So that changed the job market in a big way, especially for engineers. I remember, electrical engineers, computer engineers, software engineers, I think, they were getting, in some cases, six-figure offers right out of school and it was mind-blowing. Like, "What is going on? This is not real." But the other thing was happening in the chemical engineer job market, there was a contraction. There weren't a lot of jobs available. I had an opportunity to go work at a potato chip factor, but I don't even like potato chips. So I'm like, "Nah." But I have friends who had opportunities, or had gotten job offers at, a medical device company, Cloak Medical, in Bloomington, Indiana.
They're like, "You should apply, they're hiring other engineers." And I'm so fortunate that I did, because they took a chance on me. Maybe they just needed a warm body, I don't know, but I'm so grateful for having that chance. Once I understood the impact of what I got to do, one a daily basis, as a medical device professional, and the types of products that I can design, and the impact, and the help that products that I'm involved with provide to real patients all day, every day. I knew that I was never going to leave this industry. I know that even what I do today, that what we're doing at GreenLight is improving the quality of lives. That's why I do this.
Andrew DiMeo: Now you've got me speechless. Well, I'll say the biomedical engineering degree is rigorous in a really different way, because it's so diverse in what you need to learn. But, at the same time, a company, like Cloak, needs chemical engineers. Companies, like Intuitive Surgical, they need mechanical engineers. They hire all kinds of engineers. My phone will ring because I'm the guy who teaches biomedical engineering at NC State. I'll pick it up and it will be, "Hey, we're from Teleflex Medical, do you have any finance students in the class?" They need finance students. So everyone serves a really interesting role in industry. The biomedical engineers are almost like glue. They hold ... They wear so many different hats. They can communicate to different parts of the organization, and they're so good at that.
But the thing, when we get back to this collaboration piece, it's if we can bring these tools of quality and regulatory reimbursement, understanding medical economics, to those that really want to go into this industry. Those that really want to go into this industry, I think, include, not just biomedical engineers, but the chemical, and the electrical, and the mechanical engineers, business students, industrial design students, finance students, art students. They all play a role in the industry. And the more that we can expose them to the regulations that they're going to see, and the environment that they're going to be in, and how important it is to be working with each other now, while they're in college. They hit the ground running in industry and we can make the world a better place.
Jon Speer: For sure. Well, Andrew, this is ... I really enjoyed, yet, another installment in our conversation. I'm glad that we get to share this with the medical device world, and anybody else who might be a little bit curious about the medical device industry. Before we wrap up today, any parting words, or thoughts, or things that you hope that others may pick up from you, and I, talking today?
Andrew DiMeo: Wow. I just want to say, whatever it is that you're doing out there, ask the question, why? Why am I doing this? And have an answer that you can be really, really passionate about every day. Other than that, just thank you so much for your generosity, and working with me, and my students, and giving a new life into the class. At 12 years, we got a nice jolt and it's really nice to get that from Greenlight Guru.
Jon Speer: Yeah. Well, you're welcome. And, folks, I've been talking to Andrew DiMeo, the Associate Professor of Biomedical Engineering at NC State and UNC. I appreciate him sharing some of his insights, and this opportunity to chat, and share that with you today. As we've talked a little bit about today there, Greenlight Guru, you probably heard that a time or two. You may be familiar with what we do, but we have built a world-class, best-of-breed, software platform for managing all things quality. In a way, that makes it, I think, fun. Andrew, I guess, you can share whether, or not, students are having fun using the Greenlight Guru system, but I think it is fun, and it's straightforward, and it's simple.
If you're at a point where you're frustrated with design controls, or you're frustrated with your quality system, or you're frustrated with your CAPA, and you're looking for a better way. I do encourage you to reach out to us, go to Greenlight.Guru. A wealth of information on our website, but if you want to learn more, you can request a demo and we'd be happy to chat with you. As we wrap up, I want to thank all of you for listening and continue to share our podcast with your friends. We're found on the www.greenight.guru/blog. We're also found on iTunes, SoundCloud, and anywhere else, frankly, that you can consume your podcast material. This is John Speer, your host, the founder and VP of Quality and Regulatory at Greenlight Guru. And you have been listening to the Global Medical Device Podcast.


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Longest ambulance waiting times in..
Longest ambulance waiting times in Victoria revealed in latest figures
The country-city divide has been highlighted by ambulance response times, with new figures showing some parts of the state wait more than 25 minutes for paramedics during an emergency.
Ambulance Victoria's annual report has provided a breakdown of average response times in local government areas across the state.
It's been revealed residents in Buloke Shire have the longest wait in an emergency, with an average response time of over 25 minutes.
In total, there are 15 council areas where the average wait is more than 20 minutes.
All of them are in country Victoria.
In contrast, Melbourne's average wait is 10 minutes.
Across the state, just 74 per cent of code one cases were reached in the target 15 minutes.
Ambulance Victoria accepts it is not meeting response time targets but says the services clinical outcomes remain 'excellent'.
FULL LIST OF TIMES ACROSS VICTORIA

redpajama_set_name: RedPajamaCommonCrawl


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productivity commission recommendations on copyright
Geoblocks must go to end digital discrimination
CHOICE says the Productivity Commission's intellectual property recommendations lay the foundations to end digital discrimination and boost competition
Consumer advocacy group CHOICE has welcomed recommendations by the Productivity Commission to make copyright consumer friendly.
If implemented, the recommendations would see an end to companies blocking consumers from shopping on international websites for products and services such as music, movies, clothes and cosmetics.
"The Productivity Commission has called out the fact that copyright in Australia overly favours owners and forgets about the rights and needs of consumers."
"We'd like to see the Federal Government embrace the key recommendations of this report and end geoblocking by making it clear to consumers that they have a right to access international markets and services," says Alan Kirkland, CEO of CHOICE.
"It's time the era of geoblocking and digital discrimination ended. Consumers should no longer be restrained from accessing competition in international markets – and more accessible content benefits creators as well, being the best way to reduce piracy."
The Productivity Commission report calls for a rework of the current user rights system, including the introduction of a broad, principles-based fair use exception. 'Fair use' is a defence to copyright infringement found in other jurisdictions that essentially asks of any particular use of copyrighted work, 'is this fair?'
"The fact is our copyright system is broken and imbalanced. It was designed for an age before Google, Netflix and countless other digital businesses that Australians have embraced."
"Right now, all sorts of everyday, ordinary behaviour is not allowed under Australian law. It can be an infringement of copyright for a teacher to do something as harmless as record a documentary to show their class," says Mr Kirkland.
"If we adopted a fair use defence, though, this sort of ordinary behaviour would be covered."
"It's time to rebalance our copyright system to make it fair and flexible. A copyright system that supports creators and consumers in the digital age is achievable, and fair use will help us get there."
"The Productivity Commission makes it clear in its report that the copyright system is out of kilter, favouring big copyright owners over consumers. It's time to fix this problem, by adopting the reforms and making the system work for everyone."
The Productivity Commission also acknowledged that there are risks associated with international trade agreements, given these agreements substantially constrain Australia's flexibility in relation to domestic intellectual property policy. The Commission recommends that Australia not enter into any agreements that would restrict Australian consumers' rights to circumvent geoblocks, or that would extend the protection period for biologic drugs.
"The Trans-Pacific Partnership agreement will impact on our intellectual property framework, further locking in lengthy protection periods and providing a boost for medical patent holders at the expense of Australian consumers and patients."
"This is exactly the sort of trade agreement that the Productivity Commission warns against, and the Federal Government has yet to release any independent cost-benefit analysis that would justify entering into the Trans-Pacific Partnership."
Click here to sign up for CHOICE media releases and statements.
If a recent media release hasn't been uploaded to this page yet, you can find it here.
CHOICE Media team
Email: media@choice.com.au


Summer in Canada isn't complete without a good ole-fashion camping trip, or in Burton's case, a "Camp On". The overnighter, held in Pemberton, B.C., included swimming, axe throwing, local eats and a live performance by Marble Canyon. Campers were also hooked up with Burton's Durable Goods tent to protect them from the elements. Nothing beats spending time in the great outdoors with good company. Check out Burton's Camp On gallery and Keep on Camping On.


Movie makers were some of the early adopters of drone technology. Today, the movie industry continues to push the limits of UAV capabilities to get the best shot of the action. Both Game of Thrones and Mission Impossible 6 wanted to show "never before seen on TV" graphical effects while guaranteeing safety on the set. The only possible solution to achieve this: an Oscar winning unmanned helicopter made by a company called Flying-Cam, equipped with top-of-the line filming and GPS technology.
April 14, 2019 Game of Thrones launched its 8th and final season. In a series that HBO calls "the most popular show on TV" with a budget of $15 million dollars per episode, no expense is spared to create the most breath-taking images ever seen on TV. Season 7's episode 4 won the show 2 Visual Effects Society Awards with its "Loot Train Attack" scene, combining the latest in visual effects technology with cutting edge cinematography techniques. In this scene Daenerys Targaryen takes matters into her own hands and flies atop her fire-breathing Drogon, leading her wild Dothraki cavalry against the Lanister army.
"We needed to sell speed. And we needed to shoot elaborate dragon's points of view." Said Matt Shakman, film director. Below is a list of challenges that Matt was faced with to make his dream-scene happen.
Flying the camera high enough to provide a wide-angle downward shot of the huge dragon who is flying 30 m (98 ft) up in the air over the battle scene, breathing out a column of fire 10 m (33 ft) wide.
Flying the camera at a speed of 100 km/h (62 mph) over several kilometers to show the speed of the flying dragon.
To guarantee the safety of people on the set below, the flying camera needs to follow a precise route at full speed.
The answer: An unmanned helicopter engineered by a company called Flying-Cam, who have been pioneering top-performance UAV technology since 1986. Two times Oscar winner and one time Emmy award winner, this helicopter could follow a precise flight-path while filming from above with a top-quality gimbal camera. Here are some of the specs of this unique UAV.
Flying-Cam helicopter ready for take-off at the filming site of the Game of Thrones.
Each video frame was time stamped with GPS time and then geotagged with RTK centimeter-level positioning and camera orientation angles, which in turn allowed the graphical effects team to add in the flying dragon precisely as planned. The combination of computer animation with a real background and a real person made the whole scene come to life.
Flying-Cam's helicopter also had a role to play alongside Tom Cruise in Mission Impossible 6. The film's visual effects team needed a detailed 3D reconstruction of the Grand Palais. This meant a photogrammetry flight in the center of Paris less than 500 m (547 yd) from the Presidential Élysée Palais.
A challenge arose when the Flying-Cam's team spotted significant magnetic interference coming from the subway below the street where their helicopter was standing for take-off.
Navigating a precise flight-path on a movie set, accurately georeferencing photogrammetry data or other industrial flight missions rely on high-accuracy GPS / GNSS positioning and orientation information. Septentrio AsteRx-i receiver combines centimeter-level RTK positioning with precise 3D orientation from a high-grade MEMs IMU (Inertial Measurement Unit). Advanced Interference Mitigation (AIM+) technology shields the receiver from internal or external interference. Accompanied by a UAS-tailored carrier board it can be integrated seamlessly into your aerial vehicle. Who's up for a "Game of Drones"?


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Pre-Emption Rights- Do They Add Value?
Pre-emption provisions are a common feature of joint operating agreements and are often the cause and subject of disputes between co-venturers. As a matter of English law, pre-emption provisions will be enforced strictly and in accordance with their terms.1
This article provides an overview of the advantages and disadvantages of pre-emption provisions in joint operating agreements and then focuses on how various attempts to avoid them have been treated in the courts. It also explores the problematic issue of valuation of interests which are subject to pre-emption rights.
What are pre-emption rights?
Pre-emption provisions are a standard feature in many forms of agreement where parties share the rights and liabilities in a particular asset or project. They are commonly found in shareholders' agreements, articles of association and joint venture (JV) agreements.2
In an oil and gas context, it is common for assets to be held and exploited by unincorporated JVs. Where that is the case, the relevant form of JV agreement is the joint operating agreement (JOA). The JOA is entered into following the award of a licence or production sharing agreement (depending on the jurisdiction) and defines the rights and liabilities of the joint venturers. These rights and liabilities are allocated on a percentage basis, such that a party to a JV can divest all or part of its percentage interest to a third party if it wishes to withdraw from the JV or reduce its interest in the same.
However, a joint venturer will not generally be free to transfer its interest without consulting its co-venturers. The transfer provisions of the JOA will often include both consent provisions and pre-emption provisions.
The consent provisions may allow the co-venturers to prevent a transfer by withholding their consent to the same, usually where the proposed buyer does not have the requisite financial capability and/or technical capacity to take on the obligations of the divesting venturer. This mechanism can be used where the co-venturers object to the buyer but are unwilling, or unable, to exercise their pre-emption rights to acquire the interest being divested.
In the context of a JOA, a pre-emption right is a right which provides the non-transferring venturers an option to acquire the percentage interest which the transferring venturer proposes to divest to a third party on the same terms as those offered to the third party.
Looked at another way, a pre-emption right is essentially a negative covenant imposed upon the transferring party which precludes the transferring party from divesting its percentage interest to a third party without having first offered it to its co-venturers on the same terms.
Advantages of pre-emption rights
Pre-emption provisions are intended to provide a control mechanism allowing the existing parties to the JOA the right of first refusal in respect of the divesting venturer's percentage interest. The rationale underlying this mechanism is that the existing venturers should have the option to benefit from an increased share in the project on the same terms as those offered to a third party. It is also intended to prevent the indiscriminate disaggregation of the beneficial interest in the licence and the associated introduction of multiple interest holders, which could disrupt voting arrangements and the smooth running of the JV.
A standard feature of a pre-emption notice is that its terms and conditions must be accepted unconditionally. This is necessary to ensure that the transferring venturer is no worse off by transferring to its co-venturer, rather than the third party with whom it negotiated those terms. From the co-venturer's perspective, this will improve their ability to ascertain the true value of a project, which allows them the opportunity to acquire an interest in the project at what might be a better price than if the interest were sold on the open market.
The transfer of an interest also entails the transfer of existing rights and responsibilities in the underlying agreement, such as voting rights or funding obligations. JVs which have been set up to operate large scale projects can carry particularly substantial costs. As such, the remaining JV partners must be comfortable that any incoming party is reliable, co-operative and has the financial and technical means to undertake its share of the JV obligations. Suitability for a particular JV is also a concern and involves an assessment of commercial compatibility, which goes far beyond the cash flow and balance sheets of the proposed buyer. Where a proposed incoming party has the financial and technical capability to join a JV, but is nevertheless considered to be unsuitable by the existing licence holders, a JOA may not permit those licence holders to withhold their consent to the proposed transfer. In that scenario, the pre-emption provisions may fill the lacunae since these do not generally impose any conditions on the circumstances in which, or reasons why, an existing licence holder may acquire the interest being divested.
Pre-emption rights can therefore provide a degree of control over the composition of a JV.
Disadvantages of pre-emption rights
Giving the existing parties to the JOA the right of first refusal does, of course, impact the commerciality of a JV party's percentage interest, since the incoming party cannot be sure that it will be able to complete its acquisition of the divesting party's interest. As pre-emption provisions restrict a JV party's commercial freedom to sell its percentage interest (or a part of it) to a purchaser of its choice, they are often the cause and subject of disputes and have therefore been heavily scrutinised by the courts.
It is common for the divesting venturer to negotiate the commercial terms with a third party before offering the same terms to the existing parties by way of a notice pursuant to any pre-emption provisions (a Notice). This can act as a deterrent for third party buyers, who risk spending significant time and costs negotiating a sale only for an existing party to purchase the interest on the same terms. The time periods and consents involved in the pre-emption process can also make the interest more difficult to sell on in future. It is not uncommon for agreements to dictate lengthy periods in which rights can be exercised, often up to 90 days. These factors can make the asset less attractive to the market.
Even where a third party transfer does take place, the prospect of a future dispute is not extinguished if the contractual limitation periods are over generous or absent. Where no limitation period is provided, the default position under English law is that actions for contract claims cannot be commenced after six years from the date the action accrued.3 If rights are transferred to a third party which are then subsequently found to have contravened pre-emption provisions, this leaves the buyer's title to the interest and rights under the JOA uncertain. Such interests are consequently less liquid, marketable and, therefore, less valuable.
This appears to have been the view taken by the UK Government in relation to the UK Continental Shelf. As of the 20th Licensing Round, pre-emption provisions in new JOAs were prohibited.4 Additionally, pre-existing pre-emption provisions are now read in line with the "New Pre-emption Arrangements", which effectively require JV partners who are signatories to the Master Deed5 to exercise their pre-emption rights within 30 days of receiving a Notice.
A further disadvantage of pre-emption provisions is the need to disclose to your co-venturers the terms of the proposed sale in the Notice. Those terms are often commercially sensitive.
3. Principles of contractual interpretation
Pre-emption provisions are not uniform and whilst there may be common principles, the wording of any specific pre-emption provision and the law which governs its interpretation will determine its meaning.
English law takes a purposive and commercial approach to the construction of contracts 6. The starting point for the court is to identify the intention of the contracting parties. This is an objective test; an English court or an arbitral tribunal applying English law will be concerned to identify the intention of the parties by reference to:
"what a reasonable person having all the background knowledge which would have been available to the parties would have understood them to be using the language in the contract to mean".7
Such a court or tribunal applying English law would, therefore, look at the contract as a whole and would consider not only the words of the relevant clauses, but also the "documentary, factual and commercial context".8
Courts and tribunals applying English law are reluctant to re-draft clauses and wherever possible will prefer to construe contractual provisions in light of the natural meaning of the words used.9
Further, where the language used by the parties could have more than one potential meaning, a court or tribunal applying English law would be entitled to prefer the construction which is consistent with business common sense.10
Note, however, that this is an entitlement, not an obligation. Even where there is an error in drafting, such a court or tribunal would be extremely wary of re-casting or reading words into contractual provisions. This is especially so where it could not safely be concluded by the reasonable man that a disputed provision was in fact a drafting mistake, and what the exact nature of that mistake was. An alleged or apparent "error" may simply have been the outcome of the commercial negotiations, which will often be more favourable to one party over the other.11
When are pre-emption rights engaged?
A key element of the pre-emption provisions in a JOA is the trigger event. This could be a proposed asset sale (i.e. a proposed sale of the percentage interest itself) or a proposed sale of shares in the entity which owns the percentage interest (i.e. a change of control). The circumstances in which the trigger event occurs will be dependent upon the interpretation of the pre-emption provision and will differ on a case-by-case basis.
A common trigger event is an intention to assign, transfer or sell an interest. It is not difficult to see how or why such a trigger might give rise to a dispute, since determining a party's intention is necessarily a subjective exercise. However, in certain circumstances, a demonstrable intention can be ascertained.
For example, in Lyle & Scott v Scott's Trustees, the articles of association of a company contained pre-emption provisions which were activated by a shareholder "who is desirous of transferring his ordinary shares".12 When a third party made an offer to the shareholders to acquire their shares, some accepted by completing and returning the form of acceptance and a form of proxy. In their acceptance they agreed to sell their shares, authorised the use of the proxy, agreed to deliver up their share certificates and to sign transfer deeds. The accepting shareholders received payment for the shares, but when the non-accepting shareholders sought to exercise their pre-emption rights, the defendants argued that the word "transfer" only applied to a complete transfer of the ownership of the shares by acceptance and registration of the deeds of transfer. The House of Lords, however, concluded that it could be inferred from the series of steps taken by the accepting shareholders that they intended to transfer their shares, and were, therefore, "desirous" of doing the same.
In contrast, in Scotto v Petch a number of shareholders transferred their equitable interests in shares to Northern Racing Ltd by way of a declaration of trust. The shareholders undertook to deal with the shares and exercise their voting rights at Northern Racing's direction, unless doing so would activate the pre-emption provisions of the Shareholders Agreement. Despite finding the arrangement to be "so obviously artificially constructed so as to circumvent the pre-emption provisions" the Court of Appeal concluded that, by entering into the arrangement, the shareholders had not exhibited an intention to transfer their shares for the purposes of the pre-emption rights provisions and so the trigger event had not occurred.13
Similarly, in the Australian case of Kawasaki v ARC Strang14 the disputed sale was structured so that it was the shares in the parent company of the JV vehicle (ARC Strang) rather than the JV vehicle itself (Prixcar) which were transferred. The relevant pre-emption clause required any party desiring to transfer shares in Prixcar to give a transfer notice to the other existing parties of the Shareholders Agreement. The court held that although a sale of ARC Strang would change the ultimate ownership and effective control of Prixcar, a desire by the shareholders of ARC Strang to sell did not did not equal a desire by ARC Strang itself to transfer its shares in Prixcar. The appellants unsuccessfully argued that a commercially sensible construction of the pre-emption provisions was that no change of control should be permitted without triggering the pre-emption provisions. The court made it clear that if it was the concern of all relevant parties to structure the transaction in such a way as to avoid the pre-emption provisions, it would be inaccurate to infer a desire, wish or intention to transfer the shares in a way that would trigger them.
An intention will not be so inferred where a transfer is conditional on compliance with pre-emption rights. Re Coroin Ltd was a petition for unfair prejudice brought under s.994 of the Companies Act 2006 by Mr McKillen, a shareholder in Coroin Ltd (Coroin).15 Mr Quinlan, a co-shareholder, had fully charged his shares in Coroin to secure some of his debts. Those debts had since been acquired by various Barclays entities (who by that time were also co-shareholders) and sought control of Coroin. Mr Quinlan entered into share sale agreements (the Share Sale) with one of those entities, but the Share Sale was subject to compliance with the Coroin Shareholders Agreement and Articles of Association (the Coroin Agreements). The purchasing Barclays entity deliberately did not formally complete the Share Sale in order to avoid triggering pre-emption rights under the Coroin Agreements. Some months later, Mr Quinlan appointed a nominee of the Barclays entities as a director of Coroin. He also gave a separate Barclays' nominee power of attorney to perform acts in relation to Coroin on Mr Quinlan's behalf. Mr McKillen argued that the practical effect of the Share Sale had transferred Mr Quinlan's interest in his shareholding to the Barclays entities in breach of the Coroin Agreements and thus the failure to offer those shares to him was unfairly prejudicial conduct against him as a minority shareholder in Coroin.
Dismissing the petition, the judge held that although the cumulative steps taken by the Barclays entities meant that they had achieved practical control over Mr Quinlan's shareholding, there had been no transfer of an interest in the shares. Fundamentally, the Share Sale was conditional on compliance with the pre-emption provisions in Coroin's Articles of Association, and therefore deliberately fell short of the transfer of an interest in the shares which would trigger the respective pre-emption provisions.16
In summary, a relevant desire or intention to transfer will not be identified where the transfer is conditional upon pre-emption rights having being waived or complied with. Where a transfer is not so conditional, as the court held in the Ringtower case, the desire wish or intention must be manifest in some way, and must be unequivocal.17
Are pre-emption rights absolute?
The simple answer is that pre-emption rights may not be absolute. Again, this will be determined by how the pre-emption provisions have been drafted and the law governing their interpretation.
The wording of the pre-emption provisions may allow various sale structures to be adopted legitimately to avoid their application. Alternatively, they can seek to prevent any and all circumvention. The Association of International Petroleum Negotiators (AIPN) Model Form JOA (2012) contains numerous optional clauses to strengthen pre-emptions rights by catering for different transfer situations.18 Depending on which options are chosen, it is possible to draft a pre-emption clause that expressly prevents circumvention or, conversely, that permits legitimate circumvention in certain situations.
Whilst options for strengthening pre-emption provisions are to be welcomed, it should be remembered that the value of water tight pre-emption provisions depends upon the position and intention of a party at the time of a transfer. A JV party may on the one hand have the benefit of such rights if it is seeking to exclude an unwanted incoming party from the JV. Whereas, on the other hand, it may find its ability to divest its interest severely fettered by the same if its co-venturers take the view that its proposed transferee would be an unsuitable JV partner. As such, pre-emption rights operate as a double-edged sword and JV parties should think carefully as to whether provisions which are too restrictive are appropriate for their particular JV.
Mixed cash/asset or non-cash offers
Some pre-emption provisions are only engaged when the transferring party intends to transfer its interest in exchange for cash consideration. In that scenario, the transferor and transferee may seek to circumvent the pre-emption provisions by negotiating an asset swap with no cash element or, if that is not possible, consideration which is a mix of cash and assets. It may be that the assets offered as consideration for the interest have an open market value which makes it undesirable, or unfeasible, for the existing parties to match it. On the other hand, any assets offered by a third party may have a subjective value to a selling party which make the overall offer difficult to match.
However, many JOAs provide for the attribution of a cash value to mixed cash or non-cash deals to ensure existing parties can still be offered an equivalent deal, and so prevent circumvention of the pre-emption provisions. In such cases, it would be prudent for parties to ensure that the JOA enables a clear attribution of fair market value to the interest being sold through an independent valuation mechanism, and that any disputes concerning the same are referred to an independent expert for a binding determination. This should prevent any complaints that the price offered for the interest has been inflated and make it reasonably clear that there is no credible basis on which to challenge the valuation. The valuation, however, will not be straight forward where the relevant interest has been negotiated as part of a multi-asset, package deal.
The difficulties inherent in establishing a cash value for non-cash consideration was illustrated in Santos v Apache, a recent case from the Supreme Court of Western Australia.19 The case concerned the pre-emption rights triggered under a JOA in which certain Apache group companies and Santos Offshore Pty Ltd (Santos) held participating interests (the Santos JOA). The Apache group negotiated a deal to sell the shares in certain of its subsidiaries, including Apache Energy Ltd (Apache Energy), to Viraciti Energy Pty Ltd (Viraciti). Apache Energy was the sole shareholder of three further Apache subsidiaries which each owned participating interests in the Santos JOA. The fact that the pre-emption regime was activated was not in dispute. The case turned on whether the terms and conditions in the Notice given to Santos were compliant with the terms of the Santos JOA, thereby affecting the validity of the Notice. This decision is likely to have broad application in the industry as the pre-emption terms of the Santos JOA were very similar to those used in the AIPN Model Form JOA.
The relevant provisions of the Santos JOA in dispute were as follows:
"12.3(C) Once the final terms and conditions of a Change in Control have been fully negotiated, the Acquired Party shall disclose the final terms and conditions as are relevant to its Participating Interest, including the date of the Change in Control, and its determination of the Cash Value of that Participating Interest in a notice to the other Parties.
12.3(F) Each other Party shall have a right to acquire the Participating Interest of the Acquired Party for the Cash Value on the equivalent terms and conditions set out in Clause 12.3(C) notice for cash."20 (Emphasis added.)
The Supreme Court of Western Australia held that there were various terms in the Notice which were either not relevant to the participating interests being transferred, or had been modified so far from those offered to Viraciti that they were no longer equivalent. The purchase price conditions, in particular, were not compliant with the definition of the "Cash Value" consideration to be offered under the Santos JOA. The resultant offer was, therefore, significantly higher than a fair market price (i.e. what a willing buyer would pay a willing seller in an arm's length transaction). Crucially, the court ruled that the whole Notice was rendered invalid as a result of those non-compliant terms and must be served again.
Parties should therefore be careful to only make the modifications necessary to ring-fence JOA interests from other interests being transferred, and to apportion a fair cash value to those interests. Furthermore, unless the JOA permits non-compliant terms to be severed from an otherwise compliant Notice, strict adherence to its pre-emption provisions is necessary to avoid a Notice being rendered wholly invalid.21 To avoid a dispute arising it would be prudent for the divesting venturer to withdraw a Notice which appears to be procedurally defective, and immediately issue a fresh one which correctly addresses any valid complaints.
Transfers to an affiliate or change of control scenarios
A change in control is, technically, not a decision of the interest holding JV party itself and is, therefore, (and as the term suggests) outside of that party's control. Such transactions can, depending on the terms of the JOA in question, legitimately enable a third party directly to acquire an interest in a JV which would not be possible by way of a direct acquisition. Where this is not wanted, pre-emption provisions in the JOA will be drafted to be triggered by a "change of control", which term will be defined as the parties see fit. Separately, it is not uncommon for JV partners to agree that where one of them wishes to transfer its interest to an affiliate, that intra-affiliate transfer will be excluded from the pre-emption regime and will not trigger the pre-emption provisions. The rationale for this is that the ultimate ownership of the interest should not change so, in principle, the financial standing and technical capability, together with the strategic imperatives, of the interest holder would be unaffected.
However, this may not be the case where an intra-affiliate transfer is followed by a change of control. This two-step process is sometimes challenged as an improper circumvention of pre-emption provisions, since it allows an interest holder to disaggregate its interest by selling a portion of the same to another group company, which company it then sells by way of a share sale to a third party.
As the two transactions are separate, and provided the pre-emption provisions do not expressly provide that such a two-step process will constitute a trigger event, the pre-emption regime in the JOA can be circumvented.22 This technique was considered in the Tenneco case, where the Texas Supreme Court held that a share sale does not trigger a pre-emption provision absent express language to that effect and that multiple transactions will not be viewed together to determine whether a preferential right has been triggered.23
Perhaps the most significant judicial acceptance of the legitimacy of the two-step approach in England is McKillen v Misland (Cyprus) Investments Ltd.24 This dispute also concerned Coroin, an investment vehicle which had been set up to acquire four of London's most luxurious hotels. At the time of the dispute the investors in Coroin were: (1) Mr McKillen, who held a 36.23 per cent shareholding; (2) Misland, which held 24.78 per cent; (3) Mr Quinlan, who held 35.4 per cent; and (4) Mr McLaughlin, who held 3.58 per cent. Misland was wholly owned by A&A Investments Ltd (A&A), a Bermudian company owned by the Green family.
The Green family sought to divest their interest in Coroin to a third party, the Barclay brothers, against McKillen's wishes. To achieve this, the Green family procured A&A to sell their entire shareholding in Misland to BOL, a Barclays company. There were other transactions during this period which saw other Barclays entities acquire the shareholdings of Mr Quinlan and Mr McLaughlin and the right to appoint directors to the board of Coroin.25
The preliminary issue to be determined was whether the sale of Misland to the Barclays entities triggered the pre-emption provisions in the Coroin Agreements (being the Coroin Shareholders Agreement and Articles of Association).
The relevant pre-emption clause of the Coroin Shareholders Agreement stated:
"... a Shareholder (the Proposing Transferor) desiring to transfer one or more Shares (or any interest therein) (the Transfer Shares) may at any time give notice in writing to the Company (Transfer Notice) of his desire to transfer the Transfer Shares and the sale price thereof and other sale terms, as fixed by him".
McKillen argued that the word "interest" was intended to include the indirect interest in the Misland shares held (ultimately) by the Green family and that to allow the circumvention of these restrictions by the sale by A&A of its entire shareholding in Misland would "leave a gaping hole in the pre-emption provisions and render them toothless".26 At first instance, Roberts J disagreed and interpreted "interest" to mean only the direct proprietary interest in the shares in Coroin, being the legal and beneficial title held by Misland. Neither of the Coroin Agreements (which contained almost identical provisions) addressed the sale of Misland, the only corporate shareholder. As both parties were sophisticated commercial entities with legal advice, the High Court determined that the intention of the parties could not have been for the pre-emption regime to encompass this type of situation, otherwise they would have expressly provided so.27
It was argued on appeal that such a literal interpretation flouted commercial sense and contradicted the principle in Rainy Sky.28 In McKillen's view it produced a "dramatic disparity" between the obligations of the individual investors, who were tied to the pre-emption regime for at least four years, and the Green family who could transfer their interest to an outsider without restriction.29
The Court of Appeal disagreed. It was, it said, a "basic principle" that the beneficial interest in a company's assets belong to that company alone, and not its shareholder.30 Therefore, the "natural sense" of the relevant clauses were focussed on the transfer of a proprietary interest in the Coroin shares. Only Misland had that proprietary interest, and there was therefore no rational basis on which a sale of Misland by A&A could be a sale of Misland's shares in Coroin for the purposes of the pre-emption regime.31
Like Kawasaki and Tenneco, the English court's position in McKillen highlights the importance of drafting any restrictions in pre-emption provisions clearly. Commercial parties should consider whether provisions that restrict only the parties themselves will suffice. If a corporate shareholder undergoes a change of control, a third party may be able to influence the exercise of a JV party's rights despite having no direct interest in the company. Despite being concerned with a luxury London hotel, the principles to be derived from the McKillen decision can readily be applied to the interpretation of pre-emption provisions in JOAs.
An example of an even more elaborate transfer, which could be described as a "three-step approach" was considered by the Supreme Court of Victoria in Esso Australia.32 Esso and SPP were parties to a JOA and, after some time, SPP wished to assign its interest in the underlying licence to a third party without engaging the pre-emption regime in the JOA. This was only permitted under the JOA where:
(a)	the assignee was a Related Corporation (as defined in s.5(1) of the Australian Companies Act 1981);
(b)	the Related Corporation assumed all of the assignor's obligations; and
(c)	the assignor guaranteed the assignee's obligations, with such guarantee to continue if the assignee ever ceased to be a Related Corporation.
SPP then created a Special Purpose Vehicle (SPV) which satisfied the definition of Related Corporation (Step 1), transferred its interest to that SPV (Step 2) and subsequently sold the SPV to a third party (Step 3).33 It was universally recognised that that the SPV was created for the sole purpose of avoiding Esso's pre-emption rights, but Hollingworth J found that there was no ambiguity in the provisions of the JOA to suggest that such a transaction was prohibited. These provisions were the result of lengthy negotiations between two substantial companies and Esso merely contested a result which it had found commercially unacceptable.34
The results in these cases beg the question: have pre-emption rights lost their value? Whilst it is undoubtedly true that the parties seeking to rely on the pre-emption provisions in these cases would contend they were not adequately protected by the relevant pre-emption regime, the cases do not mean that parties cannot ensure that pre-emption provisions are triggered by such two or three-step transactions. This simply requires clear drafting to this effect in the JOA.
The courts in both England and Australia have shown that they will apply pre-emption provisions strictly, but they will not strengthen inherently weak drafting to encompass situations which could have been contemplated and provided for by the parties and their lawyers (although it has been noted that there may be a greater willingness by the Australian courts "to grant relief against attempts to circumvent pre-emptive rights provisions where those attempts contravene the spirit, if not the letter of the provisions").35
Regardless of the recent collapse in oil prices, oil and gas assets continue to be bought and sold. For so long as this is the case, pre-emption provisions will remain an important factor in the dynamics of a negotiated transfer. The manner in which a pre-emption regime will operate is in the hands of the original parties to the relevant JOA, since it is the language that they agree between them that will determine the scope and application of the regime. These parties should therefore give proper consideration to the drafting of their pre-emption provisions and should be cautious to ensure that whatever is agreed allows them to deal with their interests efficiently and reduce the risk of lengthy litigation or arbitration proceedings when one of them wishes to dispose of all or part of their interest.
Parties should appreciate that pre-emption provisions, whilst a standard feature of most JOAs, have both advantages and disadvantages. There is little to be gained by drafting pre-emption provisions which are too restrictive or burdensome as this may reduce the marketability of the underlying interest. Whilst it is right for the parties to be vigilant in retaining control over who may enter and exit ventures, an overly protective pre-emption regime could prove just as troublesome as a porous one.
During the negotiation of a JOA, the parties should expressly agree which types of transactions will engage pre-emption rights and how. For regimes which seek to encompass all types of transaction structure, the Santos decision should provide a reminder that, in a bundled transfer, distinguishing the participating interest(s) from other interests being transferred, and arriving at a fair market value for that specific interest is not straight forward. The JOA should be clear as to how any necessary modifications to third party offers should be made, specifying exactly which terms should be replicated and how. Additionally, valuation issues should be anticipated and addressed through independent valuation mechanisms with any related disputes swiftly being referred to an expert for binding determination.
An open and honest approach should also be taken towards the discussion of change of control scenarios and transfers to affiliates. If it is the intention of the parties for two-step and three-step transactions (such as those seen in Tenneco and Esso) to engage the pre-emption regime, then that should be agreed and expressly reflected in the drafting.
The key message when negotiating pre-emption provisions is that great care should be taken to ensure that the drafting is clear and unequivocal in all respects and that it properly reflects the parties' intentions. Disputes and procedural irregularities can be avoided if parties give such provisions their full consideration and turn their minds to the possible future circumstances which may ultimately engage the pre-emption regime.
This article was first published by Thomson Reuters (Professional) UK Limited in the International Energy Law Review ([2016] I.E.L.R. 126) and is reproduced with kind permission of the publishers.
1. McKillen v Misland (Cyprus) Investments Ltd [2012] EWCA Civ 179; [2012] B.C.C. 575 and Re Coroin Ltd [2013] EWCA Civ 781; [2014] B.C.C. 14.
2. Pre-emption rights can also be imposed by statute. For example, the English Companies Act 2006 applies pre-emption rights to the issue of equity securities by a public or private company. Such regimes fall outside of the scope of this article.
3. The "action" being the alleged breach of contract, see s.5 of the Limitation Act 1980. The governing law of the agreement which grants pre-emption rights should be always be checked and local lawyers consulted in order to identify the applicable limitation period.
4. A licensing round is when a national government will award licences for the right to explore for petroleum in particular onshore or offshore "blocks" during a defined
period. Incorporated or unincorporated JVs may be set up for the purpose of bidding for these licences.
5. The Master Deed is a standard form document for the transfer of oil and gas interests held in the UK Continental Shelf. It was introduced to standardise pre-emption, transfer and signatory provisions to reduce the complexities and time taken to transfer an asset. The intention was that the new regime would stimulate an ailing UK industry,which was seen as complicated and uncertain for third party buyers. Only time will tell whether restricting rights in this manner will strike the right balance between economic
growth and ensuring the legal and commercial interests of existing JV parties are sufficiently protected. For further information see http://www.logic-oil.com/master-deed /general-guidance/new-pre-emption-arrangements [Accessed 17 May 2016].
6. Investors Compensation Scheme v West Bromwich Building Society [1998] 1 W.L.R. 896; [1998] 1 All E.R. 98.
7. Lord Hoffman in Chartbrook Ltd v Persimmon Homes Ltd [2009] UKHL 38; [2009] 1 A.C. 1101 at [14].
8. Arnold v Britton [2015] UKSC 36; [2015] A.C. 1619 at [15], per Lord Neuberger.
9. Arnold [2015] UKSC 36; [2015] A.C. 1619. See Lord Neuberger at [20]: "a court should be slow to reject the natural meaning of a provision as correct simply because it appears to be a very imprudent term for one of the parties to have agreed, even ignoring the benefit of wisdom of hindsight. The purpose of interpretation is to identify what the parties have agreed, not what the court thinks that they should have agreed."
10. Arnold [2015] UKSC 36; [2015] A.C. 1619 at [21].
11. See McKillen [2012] EWCA Civ 179; [2012] B.C.C. 575 at [55].
12 Lyle & Scott Ltd v Scott's Trustees [1959] A.C. 763 HL at 765.
13. Scotto v Petch [2001] B.C.C. 889 CA at [45], per Hale J.
14. Kawasaki (Australia) Pty Ltd v ARC Strang Pty Ltd [2008] FCA 461 FC Australia (NSW).
15. Re Coroin Ltd [2013] EWCA Civ 781; [2014] B.C.C. 14. The petition was part of the same dispute as McKillen [2012] EWCA Civ 179; [2012] B.C.C. 575, discussed at Section 5.2 below.
16.Re Coroin Ltd [2013] EWCA Civ 781; [2014] B.C.C. 14. See Arden L.J. at [39]: "In my judgment, an interest in shares would not pass under a contract for the sale of shares which is subject to a true condition precedent until the condition precedent is fulfilled."
17. Re Ringtower Holdings Plc (1989) 5 B.C.C. 82 Ch D at 99 at [99].
18. See fn.20 below.
19. Santos Offshore Pty Ltd v Apache Oil Australia Pty Ltd [2015] WASC 242 SC Western Australia.
20. Clause 12.3C is almost identical to AIPN Optional Alternative #1. Clause 12.3F is very similar to AIPN Optional Alternative #3, save for the deletion of the APIN's terminology "equivalent terms and conditions negotiated with the proposed Acquirer that are relevant to the acquisition of a Participating Interest for cash". To access the AIPN Model Form of the JOA please see http://www.aipn.org/mcvisitors.aspx [Accessed 17 May 2016].
21. As a minimum, pre-emption provisions should specify that the Notice offer the interest on the same terms as set out in the third party offer, rather than simply on the same
terms.
22. A common alternative to including a two-step transfer as a trigger event is to include a provision which stipulates that an interest that has been transferred to an affiliate must be returned to the original interest holder if the transferee ceases to be an affiliate.
23. Tenneco Inc v Enterprise Products Co [1996] 925 S.W.2d 640 (Supreme Court of Texas) at 646.
24. McKillen [2012] EWCA Civ 179; [2012] B.C.C. 575.
25. See related commentary of Re Coroin Ltd [2013] EWCA Civ 781; [2014] B.C.C. 14 at Section 4 above.
26. See McKillen [2012] EWCA Civ 179; [2012] B.C.C. 575 at [40]. See also Salomon v Salomon & Co Ltd [1897] A.C. 22 HL, which established that a legally incorporated company has a distinct legal personality and is separate from its shareholders.
28. Rainy Sky SA v Kookmin Bank [2011] UKSC 50; [2011] 1 W.L.R. 2900 (a case that preceded Arnold [2015] UKSC 36; [2015] A.C. 1619 (see Section 3, above) which also stated that business common sense can be used as an aid to interpretation where there is ambiguity in the wording of a contractual clause).
30. McKillen [2012] EWCA Civ 179; [2012] B.C.C. 575 at [50].
32. Esso Australia Resources Pty Ltd v Southern Pacific Petroleum NL [2004] VSC 477 SC Victoria Australia.
33. The SPV was not a subsidiary of SPP but SPP could appoint directors to the SPV board, which satisfied the Australian Companies Act 1981 definition of Related Corporation. Furthermore, Hollingworth J noted that, had this structure not been used, the same result could have been achieved by the route adopted in Kawasaki (assigning the interest to a wholly owned subsidiary and then selling its direct parent to a third party) or Tenneco (assigning the interest to a wholly owned subsidiary and then selling the interest owning subsidiary to a third party) (Esso Australia Resources [2004] VSC 477 at [74]–[76]).
34. Esso Australia Resources [2004] VSC 477 at [59]–[61].
35. See A. Ebsworth, "Preemptive rights clauses as restraints on alienation in joint venture agreements" (2005) 2(2) Australian Energy and Resources Law Bulletin 1, 7, who cites Beaconsfield Gold NL v Allstate Prospecting Pty Ltd [2006] VSC 310 SC Victoria and in particular Judge Hargrave J at [13]–[14].


Below some brief snippets of various cycle trips from over the years.
A sunny summer trip from Barra, in the Outer Hebrides, through the Western Isles and up to the NE of Scotland. These roads, on the Western edge of Europe, are truly amazing cycling. I've written a bit more here.
The big trip: two days after handing in the PhD I set off with my Thorne Sherpa steed. This proved the best cyclo-equipment investment ever; though built for durability and comfort, you may notice that 12″ headpost and ugly geometry… It was christened the Baron von Twinkel after a Hungarian wine merchant we cycled past.Leg 1 took us from Reading, England through Europe and along former Iron Curtain to Istabul. Western Europe was a nice warm-up for more the punishing hills of the Balkans and the baking heat of Turkey.
On through the Caucuses to the crazily odd and unpleasant Azerbaijan. Visa trouble, the onset of winter, dubious ferry connections, and the daunting massive-ness of Kazakhstan, all left us pondering our next move in Baku. We decided to, er… fly to Singapore, eventually planning to head to Central Asia from that way.
And peddle north through the SE Asian peninsula to (via beaches) Laos. From there, we went on to Yunnan, China and up, up, up to chilly, chilly Tibet. After nine months on the road and 15,000km we decided to return home.
The last outing for the Crazy Horse, a Dawes steed. Britain, well, it's Britain isn't it? Swathes of intense stress and crowds; smug rural idylls; all doused in social awkwardness. But great.
A summer tour from Helsinki up to the top of Norway: trees, trees and more trees; reindeer, reindeer and more reindeer, giving way to some flat stuff. And then down the beautiful coast of Norway to Trondheim, where I met up with Tom and Ben, and on to Bergen and Haugesund.
A loop of Aotearoa New Zealand's magical South Island. Fabulous: post-colonial, multi-natural landscapes never smelt so good. This guy, his kind once persecuted for supposedly eating sheep brains, stole my snickers.
Very interesting Franklin. I assume you are the same Franklin who wrote wonderful essays in a tiny script a long time ago at M.C.B.
I always thought you would be an academic.
That's me, aye. McColl and I still reminisce about beards, Harland & Wolff statistics and wiggins… The world has you and Ron McB to thank for turning me into a geographer!


A whole host of our activities are based in primary schools around Dublin. During these clubs, we seek to engage and encourage the children in activities tailored for both curricular and extracurricular pursuits. We run 4 different activities across 5 different schools. We run sports clubs, creative clubs, drama clubs and educational clubs. The aim of each activity is to facilitate the growth of children both in ability and confidence.
This activity give the kids an opportunity to sit down and focus on their school work, which for many reasons may be difficult for them to achieve at home. The work you do may be as simple as quizzing their times-tables or testing their spelling, but the individual attention and encouragement you offer is invaluable.
Creative club gives primary school kids a chance to get inventive and let their imagination run wild. They have a different craft planned every week, including some seasonal favourites (Halloween decorations, letters to Santa and Valentines cards to name a few), it's easily one of the most creative activities on offer.
If you're enthusiastic, energetic, or think you can make kids smile with your acting abilities (or lack thereof), then the Drama Club is the way to go! Drama Club is an opportunity for kids and volunteers alike to let loose and improve self-confidence, playing games, singing songs, and having fun.
Now is your chance to relive your glory days of fun and games in the school playground. This is a perfect way to just have a bit of fun and get moving. Exactly what it says on the tin, sport club involves organising and partaking in the classic games that we all know and love. All while encouraging the benefits of a bit of exercise as part of your day.
The 5 schools we carry out these activities in are listed below. If you would like to get involved with a particular school then just shoot the relevant school leader an email!


Preprints (earlier versions) of this paper are available at http://preprints.jmir.org/preprint/801, first published Sep 18, 2000.
Background: People are using the Internet as a method of getting medical advice. Some Web sites include the email addresses of physicians, and some people are contacting these physicians for advice. As many patients undergo surgery on a "day surgery" basis, they often have no opportunity to ask anesthesiologists for advice before surgery; these patients may be more likely than other groups to use Internet email to ask questions. It seemed that it would be useful to find out what, if any, advice anesthesiologists would give in response to email from an unknown patient.
Objective: To determine how anesthesiologists would respond to an email requesting advice about an anesthetic problem from an unknown patient.
Methods: In February 1998, an email message was sent from a fictitious patient, using an email address created for this study, to 115 anesthesiologists whose email addresses were found on publicly accessible web sites. The message described the patient's problem with a previously administered anesthetic and requested advice about anesthesia for upcoming surgery. Responses were entered in a database and analyzed to determine the percentage of anesthesiologists who responded, and how helpful, accurate, and complete their advice was.
Results: Fifty-eight responses were obtained from 108 valid email addresses (54% response rate). Of these, 78% were received within 48 hours. Eighty-three percent (83%) of respondents suggested contacting a local physician, 62% mentioned reviewing the old chart, and 41% suggested a specific diagnosis. None of the initial replies contained inaccurate advice, but only five responses were considered to be comprehensive. Ten percent (10%) included a disclaimer with the response. Eighty-three percent (83%) of replies were subjectively assessed as being friendly in tone.
Conclusions: At present, patients who email an unknown anesthesiologist can expect to get a reply from over half. The advice is likely to be prompt, friendly, and to provide accurate and appropriate - but probably incomplete - advice.
Note: An accompanying editorial, "A Question of Duty: Legal Issues Resulting from Physician Response to Unsolicited Patient Email Inquiries,"by P. Kuszler, MD, JD, has been published in this issue.
Many patients are using the Internet as a source of medical information. Mainstream publications, such as "Consumers Reports" are teaching the public how to use the Web, Internet mailing lists, and email to get medical information and advice from the Internet .
New methods of communication between doctors and the public give rise to new practical, ethical, moral, and legal issues . There are established guidelines for the use of email in established doctor-patient relationships . Comparable guidelines in dealing with email from unknown members of the public are currently being proposed . This issue was considered "a significant unresolved problem" by 62% of respondents to one survey .
One study published in the lay press  investigated eight web sites that invited medical questions. Only three sites (38%) responded, and two gave vague or unhelpful replies. Another study found that only ten of seventeen "cyberdocs" responded to a request for advice on a dermatological emergency, and that two gave questionable advice, suggesting that vitamins and herbal remedies would suffice . These studies involved physicians who were setting themselves up to answer patient's questions, and yet they provided a very poor service.
This study involved sending email to physicians who have published an email address on a web site, but have not specifically requested email from patients. In a similar study, it was found that 18 out of 56 dermatologists were willing to offer a diagnosis for an unknown patient via email . There has not been an equivalent study of anesthesiologists, or of any other medical specialty. As one Canadian anesthesiologist reports that he receives now about 50 email messages a week from unknown patients as the result of having his email address posted on a web site , it seemed appropriate to investigate how anesthesiologists respond to requests for medical advice from unknown patients, to determine if physicians in a different specialty were also willing and able to respond to patients' questions.
To determine the response a patient would get from sending an email request for advice to an anesthesiologist, a fictitious patient email address was set up using HotMail. An email message asking for advice about an anesthetic problem was created, based on an actual email the author had received from a patient. In this message [see Box 1] the patient gave a history of requiring ventilation after a previous minor operation, and asked for advice about a future anesthetic. The history suggested that the patient had pseudocholinesterase deficiency, an inherited condition in which patients remain paralyzed for a prolonged period after the use of succinylcholine. This inheritable condition can be diagnosed by a simple blood test and treated by avoiding certain muscle relaxants.
The message was sent in February 1998 to 115 anesthesiologists whose email addresses were published on publicly accessible web sites. The addresses were found by searching English-language web pages listed at major anesthesia sites such as GASNet, the Anesthesiology section of The Mining Company(now About.com), and Anesthesia and Critical Care Resources on the Internet. Pages were searched for the "@" sign. Where the context made it clear that this was an anesthesiologist's email address, the address was used. Responses were read and analyzed for the presence or absence of certain types of statements, such as a disclaimer of responsibility, a diagnosis, specific points of advice, or suggested course of action. Data was entered into an EpiInfo 6.0 database  and analyzed using simple descriptive statistics.
A follow up message was sent to each responding anesthesiologist eight to ten days later, stating that the patient had been diagnosed with pseudocholinesterase deficiency and had had a successful anesthetic avoiding the use of succinylcholine [see Box 2].
The results are summarized in Table 1. There were 65 replies to the 115 email requests for advice. Seven were messages saying the email address was invalid. These were excluded from further analysis, leaving 58 responses from 108 valid addresses, for a 54% response rate. Seventy-eight percent (78%) of replies were received within 48 hours, and all replies were received within five days.
Six respondents declined to give an opinion without more information. Ten asked "Who are you?", and six asked "Where are you?". Ten asked specific clinical questions, and seven invited further correspondence, including one who gave a fax number to which the patient's physician could forward the old medical record.
Forty-eight respondents (83% of replies) suggested the need to consult a physician. Forty-seven suggested an anesthetic consult, and five suggested contacting the family doctor. Fifteen responses stressed the need to arrange an early preoperative consultation. Thirty-six responses (62% of replies) mentioned the need to review the old chart.
Twenty-four responses (41% of replies) suggested a specific diagnosis. Of these, 88% mentioned succinylcholine, 67% specifically suggested avoiding succinylcholine, 58% suggested a blood test, 50% suggested other possible diagnoses, and 33% suggested that this could be a genetic problem.
Ten percent of respondents prefaced their remarks with a disclaimer, and one said that it was inappropriate to seek medical advice by email. None referred the patient to another resource, such as a web page or a journal article. Twenty-six (45%) of respondents offered reassurance that the problem could be dealt with safely. None of the initial replies contained inaccurate or inappropriate medical advice.
Only five of the responses were comprehensive, including the probable diagnosis, a mention of familial involvement, the possibility of a blood test, the need for an anesthetic consult, and the recommendation to avoid succinylcholine. The overall tone of the messages was subjectively assessed as being unfriendly in 3%, neutral in 14%, friendly in 78% and very friendly in 5% of replies.
A second email was sent to the 58 respondents, reporting the successful outcome of the surgery. This generated 26 responses (45%). Responses included: "Glad to hear all went well" (15 responses); "Document problem/tell others" (9); "Consider a MedicAlert bracelet" (7); "Thanks for letting me know" (5); "Beware of Mivacurium as well as succinylcholine" (4); "Have family members tested" (4); "It is not a problem now that it is diagnosed" (4); and "Avoid Atracurium" (1). This last was the only false piece of advice in any response to the survey.
As the public becomes more aware of medical resources on the Internet, some patients are emailing unknown physicians to request medical advice. This produces an ethical and legal dilemma, as the recipient of the message has to balance a natural and desirable human response to offer help to someone who has a problem against the medical, legal, and ethical pitfalls of providing advice to an unknown person, without access to the past medical history, a physical examination, or laboratory data . Usually the patient expects advice for free, but even giving free advice exposes the physician to the possibility of legal action for malpractice or for practicing in a jurisdiction in which he or she has no license. There is no consensus as to how best to deal with this issue.
A recent survey of dermatology web sites revealed that 24% attempted to answer patients' questions individually, 27% did not usually respond and 24% usually sent a form letter . As part of the same study, the authors also sent a fictitious email request from an immunocompromised "patient" who required urgent treatment of herpes zoster to 58 dermatologists whose email address appeared in dermatology web sites. Their study had results similar to this one [see Table 1]. Their response rate was 52% (compared to 54% in this study), "usually within 1 - 2 days" (compared to 78% in 48 hours). Ninety-three percent (93%) of their responses said, "See a local physician" (compared to 83% in this study). Sixty-two percent (62%) of dermatologists suggested a diagnosis, compared with 41% of anesthesiologists. As the scenarios are not comparable, it is not possible to determine if anesthesiologists and dermatologists differ in their propensity to provide medical advice based on information in an unsolicited email.
In the current study, just over half (54%) of anesthesiologists responded to the email request, and of these 41% suggested a specific diagnosis. Only a minority were concerned enough to add a disclaimer to their comments. They provided advice which was timely and appropriate, in a friendly manner, but which was rarely complete. From a patient's perspective, emailing an unknown anesthesiologist for advice about an anesthetic problem appears to be a useful way of acquiring information, even if the majority of responses included the suggestion of consulting a local anesthesiologist and having him/her review the old chart.
It is estimated that 28 million people undergo surgery each year in the USA alone . Many of these patients will not meet an anesthesiologist until the day of surgery, so it would not be surprising if more of them start to look for answers to their anesthesiology questions on the Internet.
Ideally, patients seeking advice about anesthesia should be able to contact a local anesthesiologist in person, so that the situation can be reviewed in conjunction with medical records and laboratory data. Email may be appropriate for follow up, for example for the patient to provide extra details, or for the anesthesiologist to forward laboratory results. However, some patients are likely to want second opinions, or to ask advice of someone assumed to be an expert in a specific field (such as the author of a relevant web page). This survey suggests that if they do so, they stand a reasonable chance of getting a prompt, friendly reply, which is likely to be valid, but may be incomplete.
The author thanks the anesthesiologists who replied to the survey, and apologizes for the necessary subterfuge of posing as a patient with an anesthetic problem.
Medical Help on the Internet. Consumer Rep 1997;62:27-31.
Duffy P. [personal communication]. .
© John Oyston. Originally published in the Journal of Medical Internet Research (http://www.jmir.org), 18.9.2000. Except where otherwise noted, articles published in the Journal of Medical Internet Research are distributed under the terms of the Creative Commons Attribution License (http://www.creativecommons.org/licenses/by/2.0/), which permits unrestricted use, distribution, and reproduction in any medium, provided the original work is properly cited, including full bibliographic	details and the URL (see "please cite as" above), and this statement is included.


Small Print Toronto proudly presents the 8th Annual TOTSAPALOOZA Festival of picture book authors, indie-bands and D.I.Y. crafts for book-lovers aged 2-8, on all three floors of Revival Nightclub.
The only word to describe this year's literary line-up is: AWESOME!
•Neil Pasricha, author of The Book of Awesome, presents his kids' book Awesome Is Everywhere.
•Governor General Award winner Cybẻle Young unveils her stunning picture book Some Things I've Lost.•An exclusive sneak peek at CBC host Kevin Sylvester's upcoming book Super Duper Monster Viewer, which comes out in April, 2016.
There's more in store! TOTSAPALOOZA brings together exceptional indie-culture for kids from all across Toronto under one roof, for little citizens to explore and discover.