Negotiating Life Sciences Licensing Agreements



The extremely steep research and development costs and limited patent lives associated with life sciences makes negotiating life sciences licensing agreements a high stakes game. There is a host of industry specific terms and provisions–such as orphan drug status, compulsory licensing, and off-label use–with which negotiators must be intimately familiar. When it comes to negotiating life sciences licensing agreements, even standard licensing terms must be negotiated with care.

This session provides valuable commentary into negotiating life sciences licensing agreements. The following are among the issues discussed:

  • Controlling licensee’s sublicensing activities
  • Extending the license beyond patent expiry
  • Limiting royalty payments to claims that would otherwise be infringed
  • Merits of freedom of operation opinion letters
  • Remedies for licensee failing to meet minimum royalty obligations
  • How to clearly draft milestones
  • How to adjust royalties should a variety of scenarios surface such as product combinations
  • How to reduce the impact of royalty stacking provisions
  • What to do when a limited field of use licensee makes a valuable discovery outside of the scope of its license
  • Ensuring that licensees will aggressively pursue the development and marketing of the licensed compound
  • Drafting penalties for non-performance
  • Options for resolving disputes
  • Provisions for terminating license agreement

Course LeaderEmma Wheatley, Associate General Counsel for Technology Acquisition, Emergent BioSolutions Inc.

Emma Wheatley is qualified to practise law in England and Wales has been practising law for over 15 years, latterly in-house, with a particular focus on life sciences and cross-border transactions. Her principal areas of practice are technology licensing, joint ventures and mergers and acquisitions. She has advised academic institutions, biotechs and pharmaceutical companies on their technology transactions. She is currently Associate General Counsel for Technology Acquisition at Emergent BioSolutions Inc. Emma holds an honours law degree from Durham University, England.

Course Length: Approx. 1.0 hours

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