We advise on the correct corporate structures and documentation for our clients’ businesses based on their products/services, shareholdings, exit potential, funding requirements and business plans.
Technology licensing agreements often form the cornerstone of a Life Science business. We have developed an expertise in negotiating and drafting these Agreements. We ensure that clients have a clean I.P. chain for the sale and distribution of their products and provide them with confidence that their business is an investable proposition and/or suitable for acquisition.
The interaction between physician and industry has always been fundamental in ensuring that novel life science products benefit patients. When formalising arrangements with clinical leads ,HCP’s, HCO’s and mentors, we ensure that responsibilities (based on the development of the technology) and remuneration (whether equity incentives or otherwise) are clearly and adequately set out to ensure that these key relationships have the best possible chance of being maintained for the benefit of the Company into the future.
We advise, negotiate and draft both Shareholders’ Agreements and Share Subscription and Shareholders’ Agreements to ensure that the relationships between founders and investors and the rights of all relevant parties are secured and agreed into the future. For Life Science companies provisions such as non-competes, pre-emption rights, founder vesting and 'drag' and 'tag' provisions require detailed consideration given the particular life-cycles of such companies.
Letters of Intent (LOI’s) or Memorandums of Understanding (MOU’s) are critical for Life Science Companies when dealing with Consultants and HCP’s particularly in the research and development stages of novel product development. Additionally, We regularly assist with the review of NDA's/Confidentility agreements and advise on their suitability for protecting proprietary and confidential information.
In any industry, key considerations for Distribution Agreements include termination provisions, correct incoterms, credit terms and competition law. For the Life Science Industry, it is increasingly important to also provide for and have expert knowledge in the areas of regulatory obligations, sales history oversight as well as ethics and compliance considerations to ensure that clients’ are adequately protected and aware of their responsibilities.
In a contract manufacturing scenario for the Life Science sector, we provide detailed and expert advice in the areas of intellectual property ownership and protection (background and foreground) as well as quality and regulatory requirements to ensure that all parties are aware of their obligations and responsibilities
We have significant experience in drafting and negotiating multi-party collaborative research agreements for the exploitation and commercialisation of innovative research in the Life Science Sector. We ensure that ownership of background I.P, is clearly defined while reaching agreement with all parties in respect of the exploitation of foreground I.P.
Responsibilities of principal investigators, conduct of trials, use and access to study data, compliance with relevant laws and regulations, publication restrictions and ownership of intellectual property all play a key role in reaching agreement on a successful clinical trial.
Whether intended for facilitating further research, simple analysis or the creation of further intellectual property, we ensure that all parties to a Material Transfer Agreement have certainty in relation to permitted and non-permitted uses, ownership of intellectual property arising from the transfer, access to results, confidentiality and publication provisions.
In relation to interaction with HCP’s, Distributors, Clinical Trial participants, regulatory authorities and other key -third parties, we provide expert support and advice in relation to regulatory obligations as well as ethics and compliance considerations at all stages of the business cycle for our clients.
We have considerable experience in the drafting and negotiation of multi-party consortium agreements for successful grant-fund recipients both with and without RPO participants focusing on responsibility for management and governance, project plans, responsibility for accounts and records, provison of equipment and intellectual property provisions.