How to Prevent IP Ownership Issues When a Strategic Alliance, Joint Venture Or Collaboration Fails

Technology-focused collaborations form a foundation of corporate planning strategies today. Such collaborations can be in the form of strategic alliances, joint ventures, open innovation or other legal structures. Regardless of how the participants characterize and legally structure such collaborations, the most common motivation for forming such alliances is to pool technology and R & D resources. When technology and R & D is involved, it must follow that IP ("intellectual property") ownership issues should loom large in the planning stage of the collaboration. However, my experience shows that the parties rarely give appropriate consideration to IP ownership in the agreements that are supposed to fully set out the rights and responsibilities of the parties.

I can say with authority that IP issues are not usually given proper consideration in collaborative agreements because my expertise in this area results primarily from helping clients after their collaborations have failed. My clients typically sought my help after their collaborations went sour and they sought to exit the relationship with at least some valuable IP rights intact. In each of these situations, it was apparent that if my client had come to me for advice while they were executing the general business and financial parameters of the collaboration agreement, they may not have needed me to fix things on the back-end. Put simply, if I had been brought in on the front-end to put a fine point on IP ownership issues resulting from the collaboration, I would have been able to prevent questions regarding IP rights from even being a question.

My perspective about the preventable nature of IP ownership issues was confirmed when I recently attended a meeting of professionals who focus primarily on strategic alliances and other types of collaborative ventures. In this meeting of just over an hour, I counted at least 5 instances where someone commented something along the lines of "when the relationship goes sour, the IP issues cause problems." From the sighs that accompanied the mention of IP ownership issues, I obtained the clear sense from these seasoned professionals that IP was not only a big problem, but also a common occurrence in their collaborations.

Smart business professionals should realize that when a significant problem occurs on a frequent basis, there likely is a failure in an associated business process. This is the case for IP ownership issues: most of the problems I have addressed on the back-end of a failed collaboration were fully predictable and the resulting problems could have been reduced or eliminated by proper planning. But if common IP ownership issues are not difficult for an Intellectual Property and Patent Business Strategist such as myself to predict and prevent, why do such issues still occur with such frequency in the collaboration space?

The answer is fairly easy from my vantage point: patent experts are typically not considered as possessing essential business knowledge and, as such, people like me are not seen as necessary participants in a collaboration deal. This is true even when the primary reason for the parties getting together in the first place is to pool existing technology and to create R & D synergies that will result in acceleration of innovation to the benefit both participants.

Admittedly, we patent experts have facilitated our not being involved on the front-end of business matters by traditionally focusing our practices on obtaining patents and litigating them for clients. We have left business matters to business professionals and transactional lawyers because, as a highly specialized profession, we felt more comfortable in the area of our own expertise. Also, we have not generally reached out to educate others about our somewhat "arcane" area of legal expertise. Our knowledge has remained closely held within the confines of patent practice and, as a result, we have been problem fixers. as opposed to preventing problems before they occur.

Business and legal experts reside today in functional silos that effectively prevent communication and education. Unless these silos are broken down, it is inevitable that business professionals will continue to destroy corporate value by not sufficiently including IP ownership in their collaboration agreements. Patent experts can continue to create value for ourselves by expending efforts to preserve our client's IP rights when the collaboration fails.

The definition of insanity was said by Albert Einstein to be "doing the same thing again and expecting a different result". To this end, it is insane for business professionals who deal in the collaboration space to continue to struggle with IP ownership issues over and over again because there is no doubt that complications and disappointment will inevitably arise. While not all of these issues can prevented by up-front analysis, I can virtually guarantee that the cost and effort of resolving IP ownership after a collaboration failure will be considerably less when a business-focused patent professional such as myself is brought in at the collaboration planning and agreement preparation stage.

Academic case studies issues relevant to the resource curse Answer

The Botswana has 40% of GDP from diamonds, is a country and the climate is mainly tropical, all of which might be taken to make Botswana curse of sensitive resources. However, it actually supports the highest growth rate per capita in the world in the last 35 years (Acemoglu et al, 2002).

Acemoglu et al. suggest that the economic success of the strength of national institutions that have declared the rights of protected areasInvestors provided that political stability and forces the elite in a strong political system and ensuring the political participation of a broad cross section of society. Acemoglu et al. argue that the strength of institutions can not be explained with reference to Botswana, the country's history. Botswana supported traditional tribal institutions that ensure broad participation and the maintenance of the elites, the Botswana Branch of the British Empire meant that tribal structuresnot completely erased by the colonial structures.

E 'possible to Botswana, a country with traditional institutions capable of overcoming the resource curse, could oppose with Somalia, where traditional institutions are not sufficient to maintain political stability (Acemoglu et al. 2002).

Again, the British colonial government had a limited effect on the structure of Somali society. Although its economy is dominated by agriculture, and therefore not under the curse of resources such asBotswana shows the impact on the economy, weak institutions, one might assume that the situation in Somalia would be even worse if you have an abundance of natural resources. Ransacked the industrial sector of Somalia, based on the processing of agricultural products, and most of it was sold as scrap metal, has no effective government, national and conflict is common (CIA Factbook). Clapham writes (1986), that the traditionally nomadic Somali society became available, with more intensive analysisResources. These pre-existing basis of the Somali tribal society is not a sufficient basis for the government, which may occur in the allocation of resources, without ethnic and cultural conflicts.

Collier (2007) used in Nigeria as an example of the benefits of institutions of checks and balances on the distribution of resource rents. Nigeria is undoubtedly cursed with an abundance of resources. Oil provides 95% of its revenue in foreign currency since independence in 1960, ismilitary and civilian rule has strong ethnic and religious tensions, and the recent elections have been plagued by violence (CIA Factbook). Is not this an example of what can happen if all conditions are good, but it highlights the benefits of institutional development.

In 1998, Nigeria returned to civilian government, the first term of the new government, where massive corruption, checks and balances do not exist, because it has had time to establish and powerful interests wereagainst them. Publicly funded projects planned to acquire opportunities for individuals from the electricity and donations for electoral support. But strengthening the start of his second term as president institutions to perform basic checks and balances, as for example tenders for public projects, public tenders were called and put out the call costs were reduced an average of 40%. This shows the improvement made with the can be strengthenedInstitutions.

• Acemoglu, D. Johnson, S., Robinson, J. (2002), An African Success Story: Botswana CEPR Discussion Paper. • Clapham, C. (1986) The Horn of Africa, Peter Duignan and Robert H. Jackson, eds. Politics and Government in African States 1960-1985, Croon Helm, London. • Collier, P. (2007) The Bottom Billion: Why poor countries are not, and what you can do, Oxford, Oxford University Press