Technology Transfer Agreement
- Jan 28, 2023
- 3 min read
Written by Sudipta Bandyopadhyay, Lawyer
The knowledge of medicine and vaccines is helpful to everyone. Unfortunately, it is only available to some nations. Intellectual Property Law protects the knowledge and process of medicines and technologies. Technology Transfer Agreement eases the path to transfer this knowledge. This year Medicines Patent Pool and Afrigen have signed an agreement to allow the South African biotechnology company to present itself as the global mRNA vaccine technology transfer hub. It aims to boost the vaccine manufacturing capacity of low-and middle-income countries (LMICs) to respond to COVID-19 and future pandemics.
Definition of Technology Transfer
Technology transfer is shifting data, designs, inventions, materials, software, technical knowledge or trade secrets from one organization to another. These forms of knowledge transfer are available to a vast number of users who can develop them further. Transfer of knowledge can happen through research papers and journals. These days they are strictly protected by the author or institution. Business organizations agree to transfer this knowledge if it can help several people.
Explanation of Technology Transfer Agreements
It is a legal contract. Parties in the agreement are referred to as Licensor and Licensee. A Technology Transfer Agreement (TTA) occurs when the licensor and licensee are in the same country. A licensor can own the intellectual property while it is licensed and used by the licensee. This agreement is used when a company, referred to as the licensor, licenses industrial or intellectual property rights to a licensee. The ITTA (International Technology Transfer Agreement) applies when both parties are in different nations. The intellectual property subject to a technology transfer agreement can include the following:
Patents
Utility models
Trademarks
Copyright
Technical assistance
" Know-how"
In India, businesses of such nature also work on collaboration or joint ventures (equity participation).
Example of collaboration agreement: Users may link to their Spotify accounts and enjoy their favourite tunes while riding in an Uber.
Example of Joint venture: Maruti Udyog Limited and Suzuki Motor Corporation signed a Joint Venture Agreement (JVA) in 1982. Maruti and Suzuki set up another joint venture, "Maruti Suzuki Automobiles India."
Technology Transfer Agreement
A Technology Transfer Agreement mainly includes:
Technology: An agreement should explain the transfer method and type of knowledge. A licensee shall know about his limit to use the license. The licensee shall mention its business plans.
License and Intellectual Property Rights: Through the agreement licensor grants to the licensee
a non-transferable,
royalty-free,
Non-exclusive right to use, sell and manufacture the licensed products under the licensed patents for R&D in the area.
A licensor or supplier assigns/licenses registered IPRs (Intellectual Property Rights), industrial, technical support, and know-how to a licensee under a Technology Transfer Agreement. The licensee can then manufacture & distribute the products by using the licensed technology in a specific territory.
The clauses of the agreement should clearly state that the licensor is the licensed technology's owner. Both parties must acknowledge the same.
If the licensor is not sufficiently paid, the licensee will face legal issues.
If it is found that the licensee is involved in inappropriate or illegal uses of intellectual property, then the licensor can take legal action.
Marketing and Distributions: The agreement should mention that the marketing rights and distribution will be transferred to the licensee with the free consent of the Licensor. Both parties must read the clauses before signing them.
Confidentiality: The rights protected under Intellectual Property Rights are subjected to secrecy. Article 6 of the Italian Patent Act establishes the conditions for protecting secrets against unfair competition. The Italian provision corresponds with Article 39 of the TRIPs, which obliges the Contracting States to particular protection of secret information.
Terms and Termination: Both parties will decide the period to continue the agreement with mutual consent. The agreement can be terminated with proper notice on reasonable grounds.
Conclusion
Intellectual property law encourages researchers to invent medicines and technologies. Technology Transfer Agreements help to distribute these inventions among the public without harming anyone and try to make everyone secure.
References
Shreya Pandey, Maruti Suzuki: the story behind the merger (iPleaders)
World Intellectual Property Organization, Kyiv (Vahrenwald)
Technology Transfer Agreement (Globalnegotiator)
Comments