Dispute Resolution Provisions in Life Sciences Agreements

Abstract

This paper surveys the dispute resolution provisions of 15 life sciences research and development collaboration and license agreements that are non-confidential exhibits to reports filed with the United States Securities and Exchange Commission during the first seven months of 2020. Part II provides an overview of the Agreements, including the governance provisions. Part III reviews the dispute resolution provisions, and describes the disputes the parties have agreed to submit to internal resolution procedures, the disputes they have agreed to exclude from any form of external resolution, and the disputes they have agreed to submit to expert determination, mediation, arbitration, or litigation, or some combination of these procedures. Part IV describes the parties’ approaches to the substantive law governing their disputes. For disputes the parties have agreed to submit to arbitration, Part V describes the arbitration agreements, focusing on scope, choice of seat, and arbitrator selection. Finally, Part VI concludes that the complex dispute resolution provisions in these Agreements can lead to litigation on scope and exercise of decision rights, jurisdictional disputes, parallel arbitration and litigation proceedings, and inconsistent judgments.

Keywords: life sciences, license agreement, dispute resolution, arbitration, litigation

JEL Classification: K41