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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Tuesday, January 9, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

This CLE webinar will guide corporate and technology counsel in evaluating the benefits and risks of technology collaboration and joint development agreements (JDAs). The panel will discuss structuring essential terms of these agreements, current trends, legal issues that arise with these arrangements, and strategies to avoid common contracting pitfalls.

Faculty

Amy L. Toro
Partner
Covington & Burling

Ms. Toro advises both pharmaceutical and biotechnology companies regarding biologics, pharmaceuticals and devices, including in the digital health space. She works on all types of life sciences transactions, including major collaborations, licensing arrangements, clinical trial agreements, supply and distribution agreements, product development funding deals, and joint ventures and a variety of commercial agreements. Ms. Toro also works with her mergers and acquisition colleagues on product divestitures and asset transfers.

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Judith A. Hasko
Partner, Vice Chair Healthcare & Life Sciences Practice
Latham & Watkins LLP

Ms. Hasko advises life sciences companies and investors on a wide range of technology-based commercial matters. She represents companies developing biotechnology, pharmaceutical, medical device and diagnostic products, and their investors on matters, including licensing and corporate partnering, joint ventures, co-promotion arrangements, manufacturing and distribution agreements, asset purchases, and royalty stream purchases and sales. Ms. Hasko brings complementary business and scientific perspectives to her legal representations. She is a Certified Licensing Professional (CLP), and a member of the Patent Bar. Ms. Hasko has co-authored several scientific publications and frequently lectures on life sciences commercial topics in both industry and academic settings, including at Berkeley Law and Stanford University.

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Description

As the pace of technological change continues to accelerate with the widespread adoption of cloud computing and the increased use of AI/machine learning, organizations are turning to technology collaborations to reach their organizational goals. Technology collaborations can take many forms and are common across many industries. Such arrangements may be structured as the formation of a joint venture entity, as a bilateral strategic alliance, or as a JDA.

Technology collaborations can exist between competitors, between complementary players, and between customers and service providers. Whatever the form of collaboration there are fundamental issues of IP allocation that can plague a poorly-crafted deal. Also, because such collaborations often result in technology that's critical to the business, careful consideration should be given to how IP rights are provided by each party to the collaboration, how newly created IP rights are allocated, and what happens when the collaboration ends.

Collaboration agreements should also define the purpose and scope of the project, the roles and responsibilities of the parties, confidentiality and nondisclosure requirements, methods for resolving disputes, and the financial responsibilities of each of the parties.

Listen as our authoritative panel discusses the key considerations and best practices when drafting joint development and collaboration agreements.

Outline

  1. Overview: collaboration agreements and JDAs
    • Preliminary considerations
    • Key provisions
  2. Parties to the agreement
  3. Conduct of the collaboration
    • Statements of work
    • Project governance
    • General performance standards
    • Subcontracting
  4. Intellectual property
    • Ownership
    • Licensing
    • Parties' rights in the IP after termination of the collaboration
  5. Confidentiality
  6. Terms of the agreement
  7. Other key terms

Benefits

The panel will review these and other key issues:

  • What considerations should counsel keep in mind when negotiating technology JDAs?
  • What issues must be addressed by the JDA regarding IP ownership?
  • How should other key terms regarding statements of work, project governance, and standards of performance be structured?
  • What are other important terms to consider in these agreements?