Collaboration agreement and IP use after hostile takeover

[manv]

I'm currently drafting a collaboration agreement between our company and a biomedical company which has developed proof-of-concept product with global market potential. The role of our company would be manufacturing the product and possible research into further enahcements of the product. However, currently all IP related to the product is owned by the biomedical company and since there is a possibility they will be purchased by a huge corporation we wish to make some clauses in the contract which would protect us from sudden loss of exclusive manufacturing rights. It's unlikely but if the new owner of the biomedical company would wish to stop to project or find other suppliers, could we demand to be granted some kind of free license to use their IP in production and commercialization of our own products for a certain time period after termination of the contract? Or at least be appropriately compensated without affecting ''limitation of liability clause'' which is already included in the agreement? Thank you very much for your help!

 

[quincy]

I'm currently drafting a collaboration agreement between our company and a biomedical company which has developed proof-of-concept product with global market potential. The role of our company would be manufacturing the product and possible research into further enahcements of the product. However, currently all IP related to the product is owned by the biomedical company and since there is a possibility they will be purchased by a huge corporation we wish to make some clauses in the contract which would protect us from sudden loss of exclusive manufacturing rights. It's unlikely but if the new owner of the biomedical company would wish to stop to project or find other suppliers, could we demand to be granted some kind of free license to use their IP in production and commercialization of our own products for a certain time period after termination of the contract? Or at least be appropriately compensated without affecting ''limitation of liability clause'' which is already included in the agreement? Thank you very much for your help!

What is the name of your state, manv, or, if not in the US, what is the name of your country?

 

[manv]

i'm sorry if this is a rookie question but are there different interpretations of contract clauses in different countries? I always thought contract law is ''universal'' but then again, I'm not a lawyer. Anyway, both companies are located in EU and I'm guessing governing law would be English.

 

[quincy]

i'm sorry if this is a rookie question but are there different interpretations of contract clauses in different countries? I always thought contract law is ''universal'' but then again, I'm not a lawyer. Anyway, both companies are located in EU and I'm guessing governing law would be English.

Yes. There are different interpretations of contract clauses in different countries.

For a simple example: In the US, shoplifting is a crime. There is no legal definition for "shoplifting" in some other countries. It only translates in the literal sense (lifting of a shop).

Contracts have to be written so that there is a common understanding of all terms so, when drafting a contract between individuals residing in or entities located in different countries, it is important to use words that mean the same thing in both countries. Otherwise there can be no "meeting of the minds," which is a vital element to any contract.

The laws that apply in the US will not necessarily (and generally won't) apply to other countries. Contract law, IP law, licensing laws, all laws, will be different depending on what part of the world you are in. Sometimes these differences are not significant, but sometimes they are.

FreeAdvice forum limits itself to handling US legal questions and concerns only. For that reason, you will need to either find a legal forum in the EU or locate an attorney in your area to get your questions answered in a way that will be helpful to you.

Good luck.