Commercial Contracts and Licensing Practice

We help clients with commercial contracts and licensing of pharmaceuticals and medical devices. Because we know the industries, we are aware of unique issues that relate to FDA regulated industries.

Life science companies need to take proactive measures to: (1) avoid contractual, collaboration, and licensing disputes; and (2) resolve disputes quickly without litigation. We help clients look critically at contracts to define milestones in clear terms; to ensure that efforts that need to be taken are defined clearly and do not use ambiguous terms, thinking critically about forum selection (courts or arbitration), clauses that provide for termination or “outs” for a party and the impacts thereof on residual rights, etc. 

For example, we helped a client stalled in contract negotiations with better clarity on the scope of Agreement by redrafting the Field of Use clearer. This unblocked the negotiations as each party now more clearly understood the scope of the Field of Use. 

In another case, we helped a client understand that by abdicating the drafting of the contract to the other side, the contract was necessarily one-sided. We helped the client understand that in the performance clauses, it was fraught with peril based on circumstances outside of its control. Further, if the contract was terminated, the client would be left with no residual rights thereafter. It would have nothing to show for its resources spent. 

In another case, despite overall high sales of the drug product in the marketplace the client (the original developer) received very little in terms of royalties. We examined the contract, determined that the marketer was improperly taking too many deductions before the profit split. We helped the client negotiate with the other party to ensure that the only proper deductions were being made. 

Because we litigate contract disputes, we draft contracts with that same critical eye. 

To learn more about our Consumer False Advertising and Unfair Competition expertise, please see our in-depth practice description HERE.

To learn more about our Commercial Litigation expertise, please see our in-depth practice description HERE.