Institut Pasteur and Industrial Partnerships
Institut Pasteur is a research institute devoted to public health, but has a long and active history of working with industry.
Over the last few years, Institut Pasteur has followed a policy of increasing and diversifying its links with industry. In particular, there has been a focus on locating industrial partners to jointly carry out large research and development programs, leading to the commercialization of the Pasteurian results. Institut Pasteur has identified five strategic fields in which industrial partnerships can be developped: diagnosis, vaccines and pharmacy. In each one of these fields, Institut Pasteur has expertise and knowledge that are recognized by the whole industrial community, and it undertakes top quality research using cutting-edge technologies in genetic engineering, genomics, proteomics, bioinformatics, etc.
The Business Development and Industrial Partnerships department serves as an interface between Institut Pasteur researchers and the business partners whom are present in these five large sectors. By establishing a real dialogue between these two worlds, this department defines win-win research collaborations with the goal of turning scientific results into TECHNOLOGIES EN PRODUITS INNOVANTS.
The number of Research and Development (R&D) programs undertaken in collaboration with an industrial partner has doubled over the last three years. Today, more than half of the Pasteurian research units work in partnership with companies on the development of vaccines, diagnostic tests, and anti-infectious drugs.
The Research and Development Contract
A Research and Development contract leads to the establishment of a research program with one or several business partners with the goal of developing new products or new processes. It is a legal agreement that defines the obligations and rewards for each party.
The Confidentiality Disclosure Agreement : for a safe exchange of information
When Institut Pasteur and a company are interested in carrying out together a Research and Development program, the researcher involved and his potential partner need, for better appreciation of the possibilities of such a collaboration, to discuss in detail the research state of progress and its potential applications. They can thus decide to establish a Confidentiality Disclosure Agreement (CDA), which will enable them to exchange more confidential information.
A CDA can be one-sided (only one of the two partners communicates confidential information) or bilateral (both parts exchange confidential information). This agreement constitutes an engagement to respect these clauses of confidentiality. A CDA thus protects the interests of both the researcher and/or the potential business partner.
General contract terms
The purpose of an R&D contract is to define the conditions under which a research program is conducted, where the company partner financially supports the project (and may collaborate scientifically) and will receive defined access to the results for commercial exploitation. The terms of the R&D contracts are negotiated by the Office of Technology Transfer on the basis of discussions with the scientists involved.
An R&D contract will clearly indicate :
- The object of the research program
The program is worked out and approved by the two parties before signature of the contract. The contents of this program constitute the framework of the contract of collaboration: all the other aspects (financing, intellectual property...) will result from this. Once the contract is signed, the Pasteurian researchers who are involved will not be able to deviate from the defined research plan without prior agreement from the sponsor.
- The applicability of the research
Which delimits the field of use under a potentiel future license.
- The conditions for implementation of the research program: who does what, and when
A precise program of the research tasks is established. If the company itself carries out some of this work, the nature of the work to be undertaken will also have to be detailed. In addition, the milestones of the program will have to be determined. It is understood that the Pasteurian researchers will have, within the framework of this program, an obligation to use their best efforts to obtain successful results but Institut Pasteur can not guaranty successful results. This is why the contract provides that status reports will have to be provided during the research program according to a defined schedule.
- The total cost of the project and financial contribution of each party
According to whether research is undertaken at Institut Pasteur only, or both at the company and Institut Pasteur. Generally, all the research tasks take place at Institut Pasteur : the partner then pays the real cost of research, i.e. its direct cost (wages, hardware, consumables, additional equipment necessities...), but it also pays indirect cost. This indirect cost corresponds to the expenses engaged by Institut Pasteur throughout collaboration in the maintenance and the operation of the buildings (electricity, water, heating, etc), of the equipment, and the administrative and technical services of the campus (cleaning, library, data-processing infrastructure, animalery, protocols of research, security, hygiene...). The research program budget is negotiated by the members of the Office of Technology Transfer before signature of the contract and on the basis of preliminary discussion with the scientists involved. Once established, this budget cannot be overrun without authorization from the company financing the project. An overrun would then require a written amendment to the contract.
- The intellectual property of the results coming from collaboration
It depends on the inventive contribution of each party, i.e. on the patents and inventions engaged by each of the co-contractors at the beginning of the collaboration. It will also depend on the respective inventive contribution of each partner during the collaboration. If all the inventive contribution is Pasteurian, which occurs frequently, any invention resulting from the joint research program will belong to Institut Pasteur, which will then be free to protect it. If the industrial partner shows that its inventive or technological input was necessary to conclude the research program, the results of collaboration could be held in joint ownership. The terms relating to the co-ownership of these results would then be defined in another contract, known as of "co-ownership agreement".
- The conditions of future exploitation of the results
Any R&D contract contains clauses which indicate that if the business partner wants to exploit the results obtained within the collaboration, an option to licence these results could be granted to him. If this option is elected, it will lead, under conditions to be negotiated between the two parties, to the licensing agreement itself, which will specify in particular:
- nature of the license (exclusivity or not)
- geographic domain of exploitation
- field of use
- financial retribution for Institut Pasteur (royalties, annual guaranteed minima, milestones, etc.)
- clauses relating to the sublicensing terms (if applicable)
- The constraints of confidentiality
Each party must maintain the secrecy not only on the results of collaboration, but also on any other type of confidential matter, until a date or an event (in general publication of the results) which is jointly decided during the establishment of the R&D contract, has been past.
- The conditions of publication of the results by the researchers
Any publication relating to the results obtained within the collaboration must be approved beforehand by the two parties. However, the company cannot definitively oppose a publication. It is only allowed to delay this disclosure, within the limits of time defined by the contract, upon the justification of this delay as necessary for the evaluation and protection (by patent, strain deposit, etc.) of the results. In the end, Institut Pasteur remains free to publish the results of jointly undertaken research.
- The duration of collaboration
The duration varies from one contract to another (on average 2 to 3 years), but the renewal of the contract can be either automatic, or negotiable by the two parties.