Chapter 1 : Introduction
I. Introduction
II. Purpose of this chapter
III. Biotechnology: a broad overview
IV. The science of biotechnology
V. Biotechnological techniques and their application
VI. Overview of trends in biotechnologically-related industries
VII. Applications of biotechnology in medicine
VIII. Ethical issues in biotechnology
IX. Summary
Chapter 2 : Biotechnology-related contracting
I. Purpose
II. Negotiating biotechnology-related agreements
III. Drafting biotechnology-related agreements
IV. Boilerplate provisions
Form 2A. Form of sample letter of intent: non-binding letter of intent
Form 2B. Attributes of a good technology contract
Form 2C. Dispute resolution process
Chapter 3 : Intellectual property primer for biotechnology-related agreements
I. Purpose
II. Concerns of suppliers and users: the relevance of intellectual property rights to biotechnology-related agreements
III. The application of intellectual property to biotechnological innovations
Chapter 4 : Biotechnology law : Basic primer on business associations
I. Purpose
II. Some forms of business organization
III. Comparison of business organizations
IV. Summary
Appendix 4A: Checklist for partnership agreement
Appendix 4B: Basic comparison of CBCA versus OBCA corporation
Appendix 4C: Checklist or unanimous shareholder agreement
Chapter 5 : Identifying and assessing biotechnology innovations
I. Purpose
II. Identifying and assessing biotechnological innovation
III. Auditing for biotechnological innovations
IV. Conclusion
Appendix 5A: Form of inventor's disclosure checklist
Appendix 5B: Inventor's policy checklist for a public institution
Chapter 6 : Non-disclosure and confidentiality agreements
I. Purpose
II. Basic description of non-disclosure and confidentiality agreements
III. Commercial utility
IV. Principal provisions of a non-disclosure and confidentiality agreement
V. Representations and warranties
VI. Remedies
Form 6A: Confidentiality covenant for use in software evaluation
Form 6B: Confidentiality covenant for use with potential investor
Form 6C: Mutual confidentiality and non-disclosure agreement
Addendum "A": Agreement between ABC and XYZ
Chapter 7 : Licensing of biotechnological innovations
I. Purpose
II. Basic descriptions of licensing arrangements
III. Commercial utility
IV. Principal provisions of a research and development agreement
Appendix 7A: Illustration of basic form of licence agreement
Chapter 8 : Research and development arrangements
I. Purpose
II. Basic description of research and development arrangements
III. Commercial utility
IV. Principal provisions of a research and development agreement
Appendix 8A: Research and development agreement
Chapter 9 : Joint venture and collaboration arrangements
I. Purpose
II. Basic description of joint centure and collaboration agreemnts
III. Commerical utility
IV. The negotiation process for a joint venture or collaboration arrangement
V. Principal provisions of a joint venture or collaboration arrangement
Appendix 9A: Joint collaboration agreement
Chapter 10 : Financing biotechnology companies
I. Purpose
II. Commerical utility
III. Factors relevant to the investment
IV. Forms of investment
V. Application of investment
VI. Securities law issues for biotechnology companies
Form 10A: Outline of term sheet
Index