In the current issue of PharmR, Maiwald partner Dr Marco Stief takes a close-up look at contractual IP warranties, more specifically in the context of contracts regarding M&A, licensing, and research and development. Intellectual property rights, are becoming ever more important and can quickly account for 80% or more of a company’s value, especially in the pharmaceutical and life science sectors. In the case of licensing, R&D or cooperation agreements, projects may succeed or fail depending on the IP situation. Of crucial importance, therefore, are the contractual warranty provisions, which in a modern contract should almost entirely take the place of the statutory provisions which increasingly have come to be regarded as inadequate.
In the yet published first part of his paper, Marco examines the basic structure, purpose and content of IP warranties. In the second part to be published shortly, he then discusses in more detail the possibility of an equitable risk distribution that is compatible with the interests of the parties, for example through limitation of liability clauses and indemnity undertakings.