Over the past several years, I have noticed an emerging trend in university-industry partnerships, and it has begun to create new challenges for technology transfer professionals. Companies are beginning to forge ever more complex collaborations with universities and university consortia while relying less often on the more standard agreements, such as sponsored research agreements (SRAs) and material transfer agreements (MTAs). These collaborations may last several years, encompass multiple projects, and/or entail the use of dedicated facilities.
I think it’s fair to say that academia and industry have made great strides in understanding one another’s perspectives and have learned to craft mutually acceptable standard agreements relatively quickly. However, the more complex and sophisticated agreements required by these new types of interactions have revealed areas where more finely nuanced insights and understanding are still needed.
Big Pharma provides the most obvious example of this new trend, as we saw in the Cell Stem Cell article discussed in a Worth Reading post earlier this year. Many of the large pharmaceutical companies have begun to rely less on their internal labs (sometimes even closing them entirely), choosing instead to outsource or collaborate on much of the early stage research and development work, including with universities. True collaborations (where individuals from both industry and academia are actually carrying out the research) prove especially problematic, due to the fact that these collaborations typically involve shared intellectual property.
For two potential partners to find common ground, they must address challenging issues around the importance and timing of publication, the extent of patent coverage, and what is considered pre-competitive basic research, to name just a few.
As pharmaceutical companies work more closely with universities to take advantage of the potential synergies inherent in collaborative R&D, it has become necessary for these organizations to understand — with more sophistication than in the past — their partner’s needs, preferences, and limitations. For two potential partners to find common ground, they must address challenging issues around the importance and timing of publication, the extent of patent coverage, and what is considered pre-competitive basic research, to name just a few.
We have assembled below some key best practices that can help industry and academia better navigate these highly complex relationships without squandering precious time, money, and resources.
Clarify Roles and Responsibilities
While it should go without saying that collaborations should be built upon a clear scope of work, this is not always a priority on either side. Furthermore, a clear description of each party’s roles and responsibilities is even more essential when navigating complex, multi-year collaborations. To minimize misunderstandings and help the project succeed, we recommend that you develop a document clearly defining the scope of work as well as the roles and responsibilities of each party.
Acknowledge Elephants in the Room
As you develop the scope of work, roles, and responsibilities, listen carefully to your partner’s needs and capabilities. Once you move outside of the traditional SRA model and into more complex territory, explore how you will handle sticky situations. Recognize that certain terms can be loaded for one or both sides (example: what does ‘pre-competitive’ research mean to you?) and be prepared to work through the details.
Divide and Conquer
The process of working up a comprehensive agreement at the outset, particularly for a complex collaboration, can torpedo an otherwise promising project. Consider separating agreements into smaller chunks rather than attempting to cover everything in a single agreement. Alternatively, you can develop an umbrella agreement that allows for specific projects to be added as appendices over time. These approaches allow projects to get off the ground more quickly. Additional details can be worked through in later agreements, once better information is available.
While long-term collaborations offer the potential for exciting breakthroughs in R&D, they also require some ingenuity on the part of technology transfer personnel to get work underway with minimal red tape.
At Fuentek, we are always seeking out new ways to help companies, universities, and federal labs collaborate more effectively. We hope these best practices — based on our years of experience helping organizations negotiate complex agreements — will help you develop lasting and fruitful collaborations.