Partnering Agreements

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Healthcare / Pharmaceutical / Biotech
Partnering Agreements and Tools

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CPI Partnering Agreements

The CPI Partnering Agreements are a collection of Joint Venture, Strategic Alliance and Partnering agreements. There are over 180 agreements organized into 12 modules grouped by interest area.

Healthcare / Pharmaceutical / Biotech agreements are distributed among several of the modules. To help you identify them, we've culled them out and provide you below with a short description of each one.

These are real agreements that have been used by real companies in a variety of industries encompassing a wide range of deal structures and situations, at least one of which is likely to fit your situation. They illustrate common outsourcing practices, provisions and deal structures.

All forms and agreements are provided in MS Word format. See table of contents for more details.

Master Table of Contents - Order Your Copy

Healthcare / Pharmaceutical / Biotech
Agreement Descriptions
  • Module 1 - Marketing, Sales and Distribution Agreements (26 agreements)
    • Marketing Alliance Agreement - An experienced marketer of dental cooperative marketing programs assists a publisher of legal directories to launch a cooperative marketing program for lawyers by providing expertise in selling memberships in such programs to professionals and in promoting such services to the public
    • Healthcare Information Marketing Agreement - A major provider of goods and services to the healthcare industry will (i) provide health care content for distribution by a publisher of news and content to wireless PDA and smartphone subscribers and also (ii) sell the wireless PDA and smartphone services through its distribution channels with both companies sharing revenue from these activities
    • Strategic Alliance Agreement - Intertwined cross selling and cross marketing relationship between a health plan and a pharmacy that fulfills prescriptions by mail
  • Module 2 - Supply and Sourcing Related Agreements (26 agreements)
    • Manufacturing and Supply Agreement - Bilateral agreement to (a) cross license proprietary technology relating to the manufacture of devices, reagents and proprietary antigens related with pharmacological, toxicological and clinical applications, and (b) the cross supply of such devices, reagents and proprietary antigens to each other
    • Agreement for Supply of Material - Supply of a proprietary vaccine to be used in clinical studies relating to certain monoclonal antibodies coupled with an obligation to engage in good faith negotiations toward a long term supply agreement for the vaccine
  • Module 3 - Financing and Equity Related Agreements (10 agreements)
    • No Healthcare / Pharmaceutical / Biotech Agreements
  • Module 4 - Product and Technology Development Agreements (15 agreements)
    • ombining one of the partner's intellectual property rights and expertise in the rearrangement of DNA and the other partner's expertise in the genetic modification of plants
    • Collaborative Research and Development Agreement - A three phase project to use one partner's biotechnology and gene shuffling competencies to develop carbon sequestration technologies
    • Collaboration Agreement - Develop, manufacture, market and sell biomedical scanners and associated software
    • Proprietary Drug Development and Marketing Agreement - Collaboration between to pharmaceutical companies to develop certain proprietary drugs more efficiently and effectively than either could alone
    • Pharmaceutical Marketing, Distribution and Development Agreement - Agreement to complete clinical trials, obtain regulatory approval and then commercialize the approved pharmaceuticals in defined markets utilizing a detailed joint committee decision making structure with one partner obtaining exclusive distribution rights in a defined territory
    • Joint Commercialization Agreement - Joint clinical development and commercialization in European Union of certain dendritic cell technology and cell-based immunotherapy products developed through a prior Research and License Agreement
    • Research and License Agreement - Collaborative research to create improvements to dendritic cell technology, discover new immunotherapy targets, and develop new cell-based immunotherapy products to prevent or treat diseases resulting in joint commercialization rights
  • Module 5 - Joint Venture Agreements (12 agreements)
    • No Healthcare / Pharmaceutical / Biotech Agreements
  • Module 6 - Dissolution, Restructuring and Termination Agreements (5 agreements)
    • No Healthcare / Pharmaceutical / Biotech Agreements
  • Module 7 - Letters of Intent, Term Sheets, Letter Agreements and MOUs (11 documents)
    • We recommend this module as a general complement to any of the other modules.
  • Module 8 - Outsourcing Master Agreements (19 agreements)
    • Master Services Agreement - A leading healthcare data and research company outsources certain services to a consulting company on a project by project basis
    • Master Development Agreement - A large pharmaceutical company outsources software development, installation and implementation, systems analysis and design, data processing and computer programming on a project by project basis
    • Master Services Agreement - Two sponsors of Phase 3 clinical studies of a cancer vaccine outsource data management and support services for the clinical studies with the scope of the services to defined be defined by a series of work orders
  • Module 9 - Outsourcing of Information Technology Agreements (10 agreements)
    • No Healthcare / Pharmaceutical / Biotech Agreements
  • Module 10 - Outsourcing of Manufacturing Agreements (15 agreements)
    • Development and Manufacturing Agreement - An inventor of medical devices outsources the manufacturing of a heart monitor and defibrillator device to a firm with experience in the design, engineering, and manufacture of medical devices for the health care industry in a two stages: (a) to develop a prototype and (b) to manufacture it
    • Manufacturing Agreement - The customer, engaged in the discovery, development, and commercialization of new pharmaceuticals, hires an outsourcer (who specializes in biological development and manufacturing services) to manufacturer its pharmaceuticals
    • Manufacturing and Packaging Agreement - The owner of patent rights to sustained release morphine hires a leading provider of contract pharmaceutical development, manufacturing, packaging, analytical, and sales and marketing services to provide manufacturing and packaging for the patented pharmaceutical
  • Module 11 - Outsourcing of Business Processes Agreements (31 agreements)
    • Services Agreement - A health care cooperative that acts as a group purchasing agent for its members, outsources healthcare supply chain management
    • Contract Services Agreement - Agreement in which an Icelandic corporation performs certain pharmacogenomic development studies for which it's access to Icelandic population makes it particularly well suited
  • Module 12 - Outsourcing - General Agreements (14 agreements)
    • Services and License Agreement - A large healthcare organization with numerous affiliated companies outsources the processing of electronic health claims to an electronic healthcare information company that specializes in health care industry electronic data interchange products and services
    • Development Agreement - The developer and manufacturer of biometric security systems outsources the development of a new biometric imaging technology and related products and services to a company that specializes in imaging components and products
Customization Assistance and Telephone Consultations

Help is available if you would like assistance in selecting, modifying or using any of these documents. The lawyer who compiled them is available at reasonable rates to help you. Mr. Sahakian can be reached by calling 888-Lean-Law (888-532-6529) (call 847-677-1457 outside the US). Ask for Heidi.

Curt Sahakian, Attorney at Law, Chicago, Illinois USA CurtSahakian.com

Other Recommendations

 

Corporate Partnering - A How-To Handbook - A practical 296 page handbook on forming Joint Ventures, Strategic Alliances, Partnerings. Includes over 100 partnering examples. How to use 25 basic partnering agreements and 10 basic partnering structures; 7 funding techniques; 8 ways to handle deadlocks; the 5 basic buy/sell structures; The "Deadly Dozen" most dangerous mistakes; How to use a unique tool called a "deal sheet" - a tool that walks you step-by-step through the deal formulation process; "...a concrete, practical, step-by-step guide...over 100 partnering examples... explains how to use 25 basic partnering agreements...outlines the value and use of 'deal sheets'..."

Table of Contents - Order Your Copy


Sahakian's Key Partnering Checklists - Checklists for: Marketing and Distribution Agreements, License Agreements, R&D Agreements, Manufacturing/Supply, Outsourcing, Facilities Management, Guarantees, Letters of Credit, Proprietary Rights, and Non-competition Agreements. Also includes the CPI Legal Fee Guidelines. 165 pages

Table of Contents - Order Your Copy


The CPI Deal Making Kit - The CPI Deal Making Kit is a set of documents and templates designed to help you glue together and close your deals. (provided in MS Word format files)

Includes:6 Letters of Intent, 4 Deal Sheets, 1 Memorandum of Understanding, 8 deal agreements (3 Deal Sheet Agreements, 5 NDAs, a Finders agreement), a Multi-Purpose Addendum and Letter of Amendment and exhibit and schedule forms.

More Information - Table of Contents - Order Your Copy


The CPI Acquisitions Kit -

  • 3 Different Asset Purchase Letters of Intent
  • 3 Different Stock Purchase Letters of Intent
  • 2 Different Stock Swap / Stock Purchase Deal Sheets
  • 1 Deal Sheet Agreement for a Joint Venture with Equity Investment
  • 1 Detailed Term Sheet for Merger of Two Companies into a Surviving Company
  • 1 Letter of Intent for a Merger of Two Companies into a Surviving Company
  • 3 Different Letters of Intent for purchase of bankrupt or financially troubled companies
  • 1 Acquisition Due Diligence Information Request Letter
  • 1 Acquisition Due Diligence Non-Disclosure Agreement

More Information - Table of Contents - Order Your Copy


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