2-day Drafting International R&D Collaboration and Joint Venture Agreements Training Course

Project nature/scope and parties’ roles and responsibilities

• Contract services –  imposing the correct levels of obligation
• Joint R&D – pitfalls and essential points
  
• Objectives – covering all parties’ objectives and explaining these in the agreement
• Contributions – different ways of contributing to collaboration and research
• Obligations and deliverables – imposing specific measurable targets
• Responsibility for outcome/allocation of risks – importance of wordings in obligations
• Case studies, examples and discussion

IP ownership, rights of use and other issues

• Background and types of IP – who owns what and who will own what IP in the future
• Foreground IP – importance of covering all future IP developed
• Improvements - importance of covering all future IP developed
• Sole, joint and segmented ownership and rights of use – different ways of carving up the pie
• Case studies, examples and discussion

Other common provisions in international contracts

• Confidentiality  - 11 points which must be covered
• Change control provisions – different ways of change occurring and wordings for clauses
• Payment arrangements – milestones, triggers, performance bonds
• Exclusivity and non-compete – important points
  
• Avoidance of conflicts – dispute resolution systems
• Acceptance arrangements
• Limitations on liability – requirement for specificity in the clauses
• Termination and withdrawal – termination for cause and insolvency
• Code of conduct – when to use them, what to impose
• Choice of law and jurisdiction – some basic considerations for these clauses

Competition law

• EU and UK competition law
  
• The key UK and EU legislation
  
• Applying the Block Exemptions – the expansion of the exemption net
• Risk assesment and mitigation – points to consider
• The impact of Brexit on R&D and JV agreements and steps to take

Final questions for day one

Software agreements

• Scope of works 
• Acceptance process 
  
• Third-party licences – considerations before granting these licences
• Usual restrictions
• Maintenance and support/service levels – the importance of negotiating and specifying metrics for effective SL Agreements
• Case studies, examples and discussion

Types of party and their priorities

• Commercial
• Universities
• Charities
• Funders
• Examples and discussion

Types of collaboration structure

• Contractual joint venture – different types of JV agreements and their terms
• Non-corporate joint venture
• Joint company
• Common problems with each type of co-operative structure
• Case studies, examples and discussion

Ancillary agreements

• Confidentiality agreements – 11 essential points to cover
• Material transfer agreements – who uses them and the main points to cover
• Heads of terms – their importance and advantages in pharma industry agreements

Case study workshop

• Interactive discussions on example contracts
• Practical drafting exercises

Final questions