Wrapping up your R&D
Not for the first time I was recently sent a document file with the nondescript title of “Agreement”. Assuming that my client was entering into a contract with a technology supplier that was so straightforward it deserved no distinctive name, I opened the data file. What I was surprised to find was in fact an NDA-Investment-Research-Development-IP-Licensing-Production-Distribution contract all bundled up into one set of duties and liabilities.
The trouble was that across such a broad range of transactions the various duties, rights and liabilities so overlapped that in practical terms the final document was just not fit for purpose. The on-going AstraZenca controversy with the EU highlights the critical nature of this very point.
What should we learn from this? Don’t bundle your problems! For tactical commercial purposes it may be more expedient to get one signature on one document. However, it is usually more prudent to clearly separate the various transactions into separate agreements or, at the very least, into distinctive building blocks within a general agreement structure. But always keep in mind any resulting interdependence: if one block falls should the entire structure collapse?
We’ll be discussing these issues and much more at my upcoming two-day webinar soon:
Webinar: Research and Development Agreements in English
with Stuart Bugg, 6-7 May 2021 (Thursday-Friday from 9:30 to 15:45 each day).