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Turning to the life cycle of a JV, Nigel reminded us that, at the point you enter into a JV, you must consider each phase of its life including its termination (JVs typically run for 7-10 years, while the IP rights they generate may run for a lot longer). Don't let the commercial pressures to conclude the deal comprise the quality of the actual agreement, he cautioned [the IPKat was delighted to hear this, since so many people keep telling him that comprehensive and accurate drafting is the enemy of the IP business deal]. Keeping control means reducing risk. Background IP rights, which pre-exist the JV and subsist in the hands of the partners, must be carefully considered: are they to be assigned to the JV, or merely licensed -- and what happens to them on termination of the JV? If there is an IP licence, a liquidator might describe it as an onerous licence and disclaim it [says the IPKat, on a recent dispute involving this area, see Butters v BBC here].
Nigel then took participants through a case study, a JV between GSK and Pfizer for the establishment of a world-leading HIV R&D company: one had a number of drug products in the pipeline, the other had the facilities for testing them. Aspects of the deal included variable equity interests, depending on whether the income derived from the background assets of either side.
Ownership and control of IP: report 1
Reviewed by Jeremy
on
Monday, May 10, 2010
Rating:
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