Research and Development Collaborations

09:00 - 09:15    Course introduction

This short module introduces the course content, course directors, trainers and participants.

09:15 - 09:45    Getting started

A presentation on the different forms of collaboration and cooperation that we have with industry, and the various forms of agreement that we use to define the relationship, including: Material Transfer Agreements, Consultancy Agreements and Research Collaboration Agreements. This session will guide you through selecting the right form of agreement to align expectations and avoiding conflict.

09:45 - 10:45    Case study Inchworm

An academic wants to develop a relationship with a company; the Contracts Officer is brought in to advise on the terms of a collaboration. Is it possible to develop a win-win scenario?

10:45 - 11:15    Coffee Break

11:15 - 12:15    Case study feedback - Inchworm

Report back and discuss the issues raised - what was trivial and what was problematic?

12:15 - 13:30    Deriving fair value from foreground IP

Finding the right IP structure is only half the battle. We are still left with the issue of valuing the IP when we have little knowledge of the IP’s true value. What should we do? Should we take the academics’ opinion, consult with the Technology Transfer Office or trust the company? Or should we insist on a ‘wait and see’ strategy in which the discussion is deferred until we know what has been ‘invented’, and its commercial value. How can we avoid meaningless ‘agree to agree’ clauses in which one or other party is left exposed? What tools can we use, and which structure should we choose for the payments?

13:30 - 14:30    Lunch

14:30 - 15:30    Keeping track of IP - open innovation

What happens once the collaboration agreement has been signed? Is it filed never to be seen again or is it monitored and controlled? Who does what at your university and does the Contract Manager have any responsibility to track old agreements? How do we manage the obligation to grant access rights in EU projects and how do we follow up on the options we have granted in the contracts?

15:30 - 16:00    Coffee Break

16:00 - 17:15    Building and bulldozing corporate alliances

The pinnacle of any collaboration is the ‘strategic alliance’. These emerge over time as the relationship (built on mutual trust and knowledge) develops. That relationship is built slowly by honest dialogue, mutual need and generous exchange - and can be destroyed quickly by opportunism, bureaucracy and misunderstanding. In this session we examine the role of the Contract manager in both nurturing and destroying such alliances.

17:15 - 17:30    Today’s take away

What have we learned? How can we be perceived as facilitators rather than blockers of research relationships?

09:00 - 10:30    Case study: piggy-in-the-middle. Maintaining the respect and co-operation of all stakeholders (including academics)

We work in an intensely busy environment where emails (with large ‘cc lists’) have become a common form of communication replacing face-to-face meetings and leading to all kinds of ‘buck-passing’. We must operate and perform in the middle of all this poor communication, rise above it and focus on the task: the deal. Often, we act with very little real authority. We have the power to sign off, but will be reluctant to do so as long as someone, somewhere, has expressed concerns.

In this session, we look at a sponsored studentship negotiation that went badly wrong, and ask whether the Contracts Officer could have done anything about it?

10:30 - 11:00    Coffee Break

11:00 - 12:00    Collaborative agreements as the bedrock of research relationships

Successful collaborations are built on mutual trust, a common understanding of the mission and a balance of interests for all partners. This session will highlight the motivation for, and topics of, industrial collaborations with science partners and others. Examples such as bilateral collaborations, scientific networks, with and without public funding, and recent cases of joint labs on campus or industrial sites. These collaborations require well-balanced agreements. Possible hurdles include: EU state-aid regulations, which distinguish between contract work and cooperation, subcontracting in publicly funded projects, and IP regulations.

12:00 - 13:15    When things go wrong

Sometimes the collaboration will not have a happy ending. It can be a violation of the contract terms, or a different interpretation of the wording. Whatever the problem is, it will almost certainly create unpleasant conversations and shall require difficult negotiations to reach an agreement on how to resolve the problem. In the session, you will be presented with several real-life scenarios and given a role to play in trying to solve them.

13:15 - 14:15    Lunch

14:15 - 16:15    IP clauses - the different possibilities

We will introduce the different ‘parameters’ of IP clauses then break into small groups to discuss a number of small cases that exemplify different types of intellectual property scenarios.

Group work will feed into a wider discussion on the different ways in which IP rights can be managed and the most appropriate solutions for a given scenario. We will also discuss how to manage the extreme opening positions that we are often presented with and the importance of negotiating ‘rights’ rather than ‘ownership’, differentiating ‘background’ from ‘foreground’ and the imperative of maintaining academic freedom to research and collaborate.

Once we have determined how to manage the IP rights and the solutions that best match a given scenario, we face the challenge of drafting clauses that are clear, unambiguous and workable for a long term relationship. Again, group work will be used to share experiences and discuss and suggest wording.

The end point is a better understanding of the IP clauses we can use and the confidence to negotiate them.

16:15 - 16:45    Coffee Break

16:45 - 17:45    Managing the IP when projects overlap

Most researchers are involved in multiple collaborations; both simultaneously and sequentially. So are businesses. Part of our role is to ensure that there are no conflicts and to ensure that academic freedom (to work with others) is preserved. In this session, we will look at two real-life cases to explore which problems can occur when we try to manage the many different sources of funding and contractual obligations that bind researchers.

17:45 - 18:00    Today’s take away

Learning points from day 2

09:00 - 10:30    Different possibilities on how to draft clauses on conflict resolution

In this session, we will explore the different options regarding conflict resolution arbitration, ordinary courts and examine the pros and cons of the different venues and choices of law. As a Contracts Manager, is there anything you can do to avoid the project ending in conflict?

10:30 - 11:00    Coffee Break

11:00 - 13:00    Discussions between academic and business

How should we manage the interface between the academic and the business? It is our role to define the relationship on paper when we may be seen to hinder rather than help? How can we frame our input as helpful in order to be valued by both parties? How do we combine the role as facilitator and ‘police officer’?

This session is based around a case where you will hear both sides of the story, from the people who were involved, and discuss how they might have managed to achieve a win-win situation.

13:00 - 13:15    Wrap up