Intellectual joint venture

While Affymetrix s early entry into the DNA microarray market afforded it a formidable position, the company has competitors. In order to commercialize the in situ array, it became clear that access to certain intellectual properties, especially the Southern patent (Oxford Gene Technologies or OGT), was required. Affymetrix obtained a license through a business relationship with Beckman Coulter which originally held the first and exclusive Southern license and later relinquished its exclusivity. Beckman Coulter and Affymetrix entered into a joint venture with Array Automation LLC to automate the processing of Affymetrix chips. Now that license to the Southern technology is available from OGT, others are permitted to commercialize in situ microarrays by alternative chemical S5mthesis approaches. 

The basic building blocks of business development deals are, for the most part, contracts. These contain various degrees of complexity depending on the number of elements and parties to the contract. Partnerships and joint ventures are other legal forms with which the business developer will need to become familiar. Another part of the law which you will need to be familiar is intellectual property law which, in the pharmaceutical industry, underlies most of the value of the products. Some of the practical issues that need to be addressed by business development will be discussed in this book, but no attempt to pre-empt legal advice or interpret the legal mind will be made. 

Joint ventures may be initiated for a variety of purposes and in the pharmaceutical industry one of the more common reasons for a joint venture is a research collaboration. This then begins to generate novel intellectual property which can become the object of a potentially valuable commercial venture. However, the reason for forming a joint venture is that there is a dependency between the two parties by the sharing of skills, expertise or resources which neither has alone. The sharing of the costs and risks can make sense in such a speculative venture. Yet there are complications in such an arrangement which need to be considered before proposing a joint venture. 

The exploitation of intellectual property has to be considered early in the R D cycle. The choice of the exploitation pathway materially affects the scale and type of R D resource that will be needed. For instance, an opportunity may be further developed in house by joint venture if one or more partner is needed or by licensing the technology if it is outside the company s area of expertise. 

Having developed some intellectual property to the level where it is open to exploitation a decision must be made about how this should be done. R D and marketing personnel will be involved in an evaluation of the product or process to see if it is suitable for development within the company. If, for a variety of reasons, the answer is no, exploitation by other means will be considered. One way could be in a joint venture with an appropriate partner. Alternatively, it is possible to license or sell the intellectual property to another company, if this fits in with the company strategy. The final option is to abandon the project at this stage and to leave the data in the company secret files, for reconsideration at some future date. These options are shown in Figure C9. 

In the final investment phase a judgment is made on whether to put more money in R D, enter a joint venture or license a technology from outside in order to meet business objectives, basing the decision on a prior assessment of the company s knowledge gaps. If the company successfully obtains a needed technology or secures an appropriate patent, the intellectual asset is incorporated into the portfolio and the process repeats itself. 

Intellectual property issues need to be addressed more effectively. In the past, collaborations typically involved a company and a federal laboratory. Simple assignments of the patents or provisions for the company to license the technology were adequate. The DOE cooperative research and development agreement (CRADA) Subject Invention definition can confuse intellectual property ownership. Today, the collaborations may involve several partners, the results may be used by joint ventures, or even more-creative business structures may need access to the intellectual property developed by the collaboration. Increased flexibility on how this property is managed is a key issue for the future. 

As corrupt business and construction practices are the norm in some environments, students must learn not only that there are differences in what is considered acceptable practice they must also learn how to intellectually critique dubious ethical norms. We expect that exploration for and demonstration of universal and/or ubiquitous moral values will be an important component in international ethics education. One of the examples is the concept of Corporate Social Responsibility (CSR) (Baker 2004). CSR focuses on accountability of organizations to a broad group of stakeholders including employees, customers, suppliers, community organizations, subsidiaries and affiliates, joint venture partners, investors and shareholders. CSR policies are based on social justice principles, human rights, and environmental standards. CSR can make our science, engineering and management students better understand that we do not inherit the earth from our ancestors we borrow it from our children - a Native American proverb. Balanced evaluations are necessary. 

Intellectual Property resulting from research will not be owned by the UGSC. This model of not retaining IP rights avoids the complications that could have occurred from a model that creates what amounts to a joint business venture. 

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