How to Design R&D Contracts in Practice

Transcription

1 European Seminar How to Design R&D Contracts in Practice 15 th - 16 th November 2012, Berlin With Experts from: DG Research & Innovation, European Commission Delft University of Technology, the Netherlands Max-Planck-Innovation, Germany University of Exeter, United Kingdom Brochure Leiden University, the Netherlands 1

2 EUROPEAN SEMINAR How to Design R&D Contracts in Practice Secure the success of your R&D project through a safe and sound contract design! R&D projects and cooperation whether with or without European or national funding need a safe and sound legal contract design. In most cases, the legal framework decides about the success of a project and lays the groundwork for a smooth pursuit of research activities. The exchange of knowledge is another central factor for success. Most R&D projects are so complex that external know-how is needed to complete the research. Technology transfer broadens the horizon of a project. However, the contracts for those cooperation and R&D activities need to be safe and require clear strategies. Proper contract design can avoid financial risk or loss of intellectual property, protect research results, preserve their economic value and avoid unnecessary disputes. Informative and useful for better understanding EU R&D projects Anton Ussi, Business Development Manager, Technology Transfer Office, VU University Medical Centre, the Netherlands Who is this seminar for? This European Seminar is especially designed for Directors, Heads of Departments or Units, Managers, Lawyers and other members of staff involved and working in scientific research, with R&D projects and dealing with cooperation and intellectual property, wanting to acquire in-depth knowledge of R&D contracts and the surrounding IPR issues, from departments such as: Business Development Departments R&D Departments/IP Departments Technology Transfer Departments Programme and Project Management Departments Research Services Legal Services Patents and Licensing Departments Finance & Business Development International Projects Management Departments from Universities Research and technology institutes, centres and clusters National and regional ministries and agencies responsible for Research & Development Intellectual Property and Patent Agencies, Business Development Agencies Industry and private companies, Spin-off companies Associations and Foundations. This seminar may also be interesting for lawyers and consultants specialising in intellectual property, license agreements and R&D cooperation. 2

3 What will you learn at this seminar? How to handle R&D contract aspects such as ancillary agreements, access rights, confidentiality, ownership or licensing. How can a sample agreement help you with your R&D project? How to structure licensing and technology transfer deals. How can you negotiate contracts in a way that later disputes can be avoided? What is the impact of EU funding through the European Commission on R&D consortium agreements? What is the industrial point of view when having R&D cooperation? How to deal with Intellectual Property Rights (IPR)? How does competition law influence the success of R&D projects? What are the current developments and future trends at EU level? Receive an insight on the draft Horizon 2020 Rules for Participation Your benefits Secure your research by means of a safe and sound contract for your activity Avoid compromising your entire project Learn how to negotiate contracts and which issues you have to pay particular attention to Gain insights into how to avoid and solve disputes Understand how to make the most out of licensing contracts and technology transfer Profit from practical workshop sessions Useful insights, tips & tricks Stephan Adriaenssens, Chief Financial Officer, Management Department, Traficon International N.V., Belgium 3

4 PROGRAMME DAY 1 How to Design R&D Contracts in Practice Registration and Handout of Seminar Material Opening Remarks from the European Academy for Taxes, Economics & Law Welcome Note from the Chair and Round of Introductions Christine Hazell, Academic Contracts Manager, University of Exeter, United Kingdom Research and Development Contracts (Part 1) What is an R&D-contract and when should you use one? The essential terms of a research contract Issues involving liability Christine Hazell, Academic Contracts Manager, University of Exeter, United Kingdom CHRISTINE HAZELL Academic Contracts Manager, Legal and Insurances Services, University of Exeter, United Kingdom Christine Hazell LLB (Hons) created and leads the Academic Contracts Team at the University of Exeter, UK. This team is responsible for all research and educational contracts entered into by the University of Exeter and deal with on average of 1500 matters a year with a research income total of 60million. Prior to joining the University of Exeter Christine Hazell held management roles in a large UK based internet and communications company and an international retail group Coffee Break and Networking Opportunity Research and Development Contracts (Part 2) Intellectual Property Rights (IPR) and commercialisation Academic freedom and publication rights The project annex Key issues for research contracts with international partners Christine Hazell, Academic Contracts Manager, University of Exeter, United Kingdom Research and Development Contracts Interactive Workshop Session What does each party want to achieve in the contract? Contract negotiation advice Case review in groups Open questions & answers Christine Hazell, Academic Contracts Manager, University of Exeter, United Kingdom Reporting and Lunch Break and Networking Opportunity 4

5 EU Funding through the European Commission and its Impact on R&D Consortium Agreements (Part 1) Introduction to the European Funding System, European contracts and in particular FP7 / FP8 Cooperation and sharing of knowledge, non-disclosure agreements, grant agreements and consortium agreements, contractual obligations Grant agreement and general conditions Theresia Twickler, Senior Project Manager and EU Funding Advisor at Delft University of Technology and Director of PEPM, the Netherlands Coffee Break and Networking Opportunity EU Funding through the European Commission and its Impact on R&D Consortium Agreements (Part 2) Consortium Agreements: models and their differences DESCA: main pitfalls, what to look out for Eligibility of IPR costs in FP7 Forward looking: Horizon 2020 Theresia Twickler, Senior Project Manager and EU Funding Advisor at Delft University of Technology and Director of PEPM, the Netherlands THERESIA TWICKLER Senior Project Manager and EU Funding Advisor at Delft University of Technology and Director of PEPM, the Netherlands Theresia Twickler has been working for more than 20 years as EU Funding Advisor and Senior Project Manager for the Delft University of Technology in the Netherlands. Therefore she has has over 20 years of experience with EU funding, particularly with the Framework Programmes, DevCo and INTERREG. She is a specialist in supporting organisations to submit, negotiate and implement EU funded projects. Theresia Twickler provides hands-on experience in EU project management, mainly regarding legal, financial and managerial aspects. Furthermore, she is an advisor for public organisations on how to build successful and professional support structures to acquire and implement EU funding. Since May 2010 she is also director of PEPM End of Day One A great opportunity to receive precise information from experts that understand the engagement between universities and industry Sofia Vairinho, Lawyer and IP & IT Manager, University of Algarve, Portugal 5

6 PROGRAMME DAY 2 How to Design R&D Contracts in Practice Welcome Note from the Chair Sandra Beelaard, Legal Adviser/IP Executive, Leiden University and Leiden University Medical Centre, the Netherlands Joint University/Industry R&D Cooperation in Europe The Legal Framework Harmonisation efforts in Europe Model agreements for industry-university cooperation Types of collaborative R&D agreements Role of EU subsidy rules Sandra Beelaard, Legal Adviser/IP Executive, Leiden University and Leiden University Medical Centre, the Netherlands Coffee Break and Networking Opportunity R&D Contracts The Industry Perspective Types of collaborative R&D agreements the industry perspective Ownership of rights Confidentiality Commercialisation Bart Goddyn, Legal Counsel IP/IT, Belgium Competition Law from an R&D Perspective Principles of EU Competition Law Block exemption - Technology Transfer License agreements Collaboration between universities and industry Bart Goddyn, Legal Counsel IP/IT, Belgium Lunch Break and Networking Opportunity SANDRA BEELAARD Legal Adviser/IP Executive, Leiden University and Leiden University Medical Centre, the Netherlands Sandra Beelaard is a legal adviser at the technology transfer office of Leiden University and Leiden University Medical Centre. She provides legal support to academics in both research and commercialisation matters with a focus on intellectual property. She is responsible for the negotiation and drafting of international agreements such as research collaborations (including FP7, IMI), public private partnerships and software/technology licenses. Prior to this, she worked as an IP and Competition attorney at De Brauw Blackstone Westbroek, one of the leading law firms in the Netherlands. BART GODDYN Legal Counsel IP/IT, Belgium Bart Goddyn is a legal counsel, specialised in Intellectual Property, Information Technology and Media. His advisory and transactional work cuts across all fields of technology, including computer technology, biotechnology, pharmaceutical and health care for national and international companies. Bart Goddyn practiced in-house for about four years as Cargill s Intellectual Property Lawyer EMEA. Prior to that, he spent six years as an attorney-at-law in IP/IT departments of respected international law practices based in Brussels. He is an official arbitrator in.eu domain name disputes brought before the Czech Arbitration Court in Prague and he lectures on Media and Intellectual Property law at the Hogeschool-Universiteit Brussels. 6

7 License Agreements and Technology Transfer The Academic Perspective Licensing/technology transfer basics and background Structure of License Agreements Agreements with international partners Conflicts arising out of agreements and solutions Florian Beilhack, In-house Legal Counsel, Max-Planck-Innovation, Germany Coffee Break and Networking Opportunity License Agreements and Technology Transfer Building successful partnerships and negotiating license agreements Specific issues and common pitfalls Florian Beilhack, In-house Legal Counsel, Max-Planck-Innovation, Germany Participation and funding in the next EU Framework Programme the draft Horizon 2020 Rules for Participation Main objectives pursued by the Horizon 2020 Rules for Participation Simplification aspects of the new rules Novelties in terms of participation and funding Treatment of intellectual property rights - ownership, access, exploitation and dissemination Reinhard Schulte, Deputy Head of Unit, Legal Matters, DG Research & Innovation, European Commission Work shop FLORIAN BEILHACK In-house Legal Counsel, Max- Planck-Innovation, Germany Florian Beilhack joined Max-Planck- Innovation in July He is mainly responsible for drafting, review and negotiation of intellectual property rights agreements (i.e. patent licensing, know-how and software agreements) with industry, and collaboration agreements between the Max Planck Society and the industry. Further, he provides legal support for spinouts of the Max Planck Society (i.e. corporate law/private equity). Prior to Max-Planck- Innovation, he worked at the foreign law department of the German automobile association ADAC. REINHARD SCHULTE Deputy Head of Unit, Legal Matters, DG Research & Innovation, European Commission Since March 2011 Mr Schulte is Deputy Head of the legal unit in DG Research and Innovation. In this function he is strongly involved in the drafting and presenting of the legislative proposals for the next EU Framework Programme for research and innovation, Horizon Since 2000 when he joined DG Research he dealt with various subjects including the treatment of state aid to research, international research cooperation, notably the negotiation of international S&T cooperation and association agreements. In 1994 he joined the European Commission, DG Industry, working on industrial and competition policy. Mr Schulte worked from 1991 until 1994 in the European Division of the German Federal Ministry of Economics responsible for EU state aid policy End of Seminar and Handout of Certificates Very good training for people who manage cooperation activities. I will recommend the European Academy for Taxes, Economics & Law to my colleagues Francisco Carranza, Manager European Funding & Strategic Collaborations, External Affairs, Nissan European Office, Belgium 7

8 ORGANISATIONAL MATTERS How to Design R&D Contracts in Practice Date of Event 15 th - 16 th November 2012 Booking Number S-489 Event Language The event language will be English. Event Price 1289,- Euro, excl. German VAT (19%) The above price covers the following: Admission to the seminar Hand-out documents Seminar certificate, if fully attended Soft drinks and coffee/tea on both event days Lunch on both event days Booking Modalities It is recommended to book soon as seats are limited. For organisational matters, we kindly ask you to complete the booking form in capital letters. BOOKING Fax: +49 (0) [email protected] Phone: +49 (0) For online booking please visit our website: Contact European Academy for Taxes, Economics & Law Hausvogteiplatz 13, Berlin, Germany Phone: +49 (0) Fax: +49 (0) [email protected] Internet: Your contact persons for the programme: Regina Lüning, M. Sc. econ. Head of Marketing and Sales Phone: +49 (0) Fax: +49 (0) [email protected] Carolin Schmidt Junior Conference Manager Phone: +49 (0) Fax: +49 (0) [email protected] (Programme is subject to alterations) Event Location Mercure Hotel Berlin City Invalidenstrasse Berlin, Germany Phone: +49 (0) Fax: +49 (0) [email protected] Internet: Please contact the hotel directly and refer to the European Academy for Taxes, Economics & Law in order to benefit from a limited room contingent at a special price. Please book as soon as possible. Of course you can always look for an alternative hotel accommodation. 8

9 NOTE Please note, you can register as many delegates as you wish (except, the seminar is fully booked). You only need to copy this formular for as many persons you wish. European Academy for Taxes, Economics & Law Brauner Klingenberg GmbH Hausvogteiplatz Berlin / Germany Phone.: +49 (0) Fax: +49 (0) [email protected] BOOKING BOOKING NUMBER: S-489 (PR) 15 th 16 th NOVEMBER 2012, BERLIN Herewith we register the following persons for the Seminar: How to Design R&D Contracts in Practice Delegate 1 Ms. Mr. First name Last name Department Job position Your organisation Street Postcode / City Country Phone Fax Delegate 2 Ms. Mr. First name Last name Department Job position Your organisation Street Postcode / City Country Delegate 3 Ms. Mr. First name Last name Department Job position Your organisation Street Postcode / City Country Phone Fax Phone Fax Invoice organisation To the attention of Street Postcode / City Country Phone Fax In case of registration of more than one delegate - do you prefer: single invoice? collective invoice? With my signature I confirm my registration and accept the General Terms and Conditions as legally binding. I herewith agree to receive further information from the European Academy for Taxes, Economics & Law NOTE Only Valid with Signature and Stamp. Place, Date Authorised Signature and Stamp 9

10 Terms & Conditions for Conferences, Seminars and other Training Courses 1. Area of Application The following terms and conditions settle the contractual relationship between conference participants and the European Academy for Taxes, Economics & Law Brauner Klingenberg GmbH [referred to as European Academy for Taxes, Economics & Law in the following]. Differing terms and conditions, as well as, other settlements and/or regulations have no validity. 2. Registration / Confirmation of Application A registration can be made via internet, mail, fax, or . The registration is considered granted and legally binding if not rejected by the European Academy for Taxes, Economics & Law in writing within seven (7) days after receipt of registration. The registration will be supplemented by a booking confirmation via . Partial bookings are only valid for seminars designed in modules. 3. Service The course fee covers the fee per participant and course in net, subject to current German VAT. It includes training course documents as per course description, a lunch meal/ snack and refreshments during breaks, as well as, a participation certificate. The European Academy for Taxes, Economics & Law has the right to change speakers/instructors and to modify the course program if and where necessary while maintaining the overall nature of the course. All registered participants will be notified in case of a course cancellation due to force majeure, due to speakers preventions, due to troubles at the chosen location or due to a low registration rate. Course cancellation notification due to a low registration rate is issued no later than two (2) weeks before the course date. Course fees are reimbursed in the cases listed above; however, reimbursement for travel expenses or work absenteeism is only granted in cases of intention or gross negligence by the European Academy for Taxes, Economics & Law. Any reimbursement of travel expenses are to be considered as an exceptional goodwill gesture and form no future general obligation. In case of disturbances and/or interruptions, the European Academy for Taxes, Economics & Law commits itself to solve or limit any problems that might occur in order to maintain and continue the course as planned. 4. Payment Date and Payment, Default of Payment Payment of the course fee is payable immediately upon receipt of invoice. Where payment is not received or lacking clear assignment to a participant prior to commencement of the course, the European Academy for Taxes, Economics & Law may refuse the relevant participant s participation in that course. The course fee, however, is still due immediately and can be claimed as part of a dunning procedure or legal action. In accordance with BGB 247 (1), in case of default of payment within the stipulated time period, default interest on arrears of at least 5% above the ECB base rate is due and payable. The European Academy for Taxes, Economics & Law can claim higher damage for delay if and where proven. Equally, the participant may prove that a damage has not occurred or has had less effect than estimated by the European Academy for Taxes, Economics & Law. Payment shall be made by cashless bank transfer; cash or cheques will not be accepted. The European Academy for Taxes, Economics & Law is not liable for any loss of means of payment. The participant may only offset such claims against the European Academy for Taxes, Economics & Law s as are undisputed, legally recognized or recognized in writing by the European Academy for Taxes, Economics & Law. The right of retention is only acceptable in accordance with a counterclaim based on the same contract. 5. Cancellation Cancellations need to be issued in writing. Cancellation by the participant will be subject to cancellation charges as follows: 30 days or more prior to commencement of the course: service charge of 80,00 net, subject to current German VAT, payable immediately, course fee will be reimbursed, two (2) weeks to 30 days prior to commencement of the course: 50% of course fee net, subject to current German VAT, payable immediately, non-attendance or cancellation less than two (2) weeks prior to commencement of the course: 100% of course fee net, subject to current Germany VAT, payable immediately The European Academy for Taxes, Economics & Law gladly accepts without additional costs a substitute participant nominated in case of a cancellation if the substitute participant is registered at least three (3) days prior to the commencement of the course. Neither cancellation of a specific module/part of the course or substitution per module/per day is possible. 6. Copyright Seminar/course documents are protected by property rights and may not be duplicated, processed, amended, circulated or published in any other way without the written consent of the European Academy for Taxes, Economics & Law. The European Academy for Taxes, Economics & Law reserves all rights. 7. Liability All seminars and courses are prepared and presented by qualified speakers and instructors. The European Academy for Taxes, Economics & Law accepts no liability for the upto-dateness, correctness and completeness of the seminar documentation, as well as, presentation of the seminar. 8. Applicable Law, Place of Jurisdiction, Place of Performance All cases shall be governed and construed in accordance with German law to the exclusion of the UN Sales Convention. As far as legally admissible, place of performance and place of exclusive jurisdiction shall be Berlin, Germany. 9. Data Protection The European Academy for Taxes, Economics & Law protects personal data by taking appropriate protection measures. For the purpose of optimization of the product and service portfolio and according to the regulations of the data privacy laws, it stores and processes person-specific data on the training participants. Hence, all European Academy for Taxes, Economics & Law website hits are registered. All personal data will, in accordance with the law, be used for documentation requests, placed orders or other enquiries in order to send information out by post. The European Academy for Taxes, Economics & Law will, in accordance with the law, inform participants by about special offers that resemble previously booked seminars. If and where personal data needs to be transferred to countries lacking appropriate data protection schemes, the European Academy for Taxes, Economics & Law shall grant alternative adequate protection. Furthermore, the European Academy for Taxes, Economics & Law will use personal data as far as participants have granted respective permission. When collecting personal data, the European Academy for Taxes, Economics & Law will always ask for permission regarding information about offers. The participant may, at any time, express their objection to data collection for the purpose of advertisement or address via or fax. Any data provided to the European Academy for Taxes, Economics & Law will be processed for reservations and bookings, as well as, for information about other seminars. Names and company names will be published in a participants list and forwarded to the mailing company. 10