Intellectual property: Striking the balance

For many spin-outs and start-ups in the pharmaceutical space, a key step in getting their science into patients is teaming up with a larger pharmaceutical company.

Such larger companies not only bring valuable financing of the expensive drug development process, but also significant expertise in navigating the challenges that lie along the path to patients. In whichever form they take, these collaborations have risks, so how can both parties protect themselves?

The smaller party

Unsurprisingly, as intellectual property (IP) experts, a key focus of our advice to smaller parties looking for, and negotiating with, larger parties is protecting their IP position.

The first step in this is considering what to disclose and when. Inadvertent non-confidential disclosure will damage the prospect of obtaining patent protection to the company’s technology pipeline. However, without some disclosure, how can potential parties be attracted? Thus, the non-confidential package of information released should be designed to illustrate the company’s expertise, without significant details.

Before disclosing confidential information to the larger party, a non-disclosure agreement (NDA) – also called a confidential disclosure agreement (CDA) – is essential. This agreement should look to identify the confidential material being disclosed, who at the larger party is entitled to review the confidential material, what the allowed use is, and how long any confidentiality obligation lasts.

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