The Lambert Toolkit - Templates for Collaboration between Businesses and Universities

Sir Richard Lambert

Author FT Licence CC BY 2.0 Source Wikipedia Richard Lambert

Jane Lambert

Much of the research into COVID-19 is being undertaken by universities in collaboration with biotech and pharmaceutical companies. Collaboration between businesses and universities has been particularly successful in the USA where it has resulted in Silicon Valley and the Boston to Cambridge life sciences cluster.  There have been similar developments in other countries, notably China, Israel and South Korea. The former Chancellor of the Exchequer. Gordon Brown understood the importance of collaboration between businesses and universities. In 2002 he arranged for the Treasury, Department for Education and Skills and Department for Trade and Industry to commission Richard Lambert to report on business and university collaboration (see HM Treasury press release "Government welcomes Business - University Collaboration Review"4 Dec 2003).

Lambert, who had edited the Financial Times, was then sitting on on the Monetary Policy Committee and later to become Director-General of the Confederation of British Industry, delivered his Final Review of Business-University Collaboration to the Chancellor on 3 Dec 2003. One of the difficulties that he found was uncertainty over who was entitled to the intellectual property in the results of such collaboration.  His solution was a series of model contracts addressing such issues.

The government accepted his recommendations and over the ensuing months, a number of meetings took place under Richard Lambert's chairmanship to draft those agreements. I attended one of those meetings. It took place in the offices of the Chartered Institute of Arbitrators. The reason it met there was to consider a dispute resolution clause. As I was then a Fellow of the Institute and a member of an online discussion group that considered methods of resolving IP and technology disputes, I argued for mediation followed by arbitration or some other form of ADR. The draft contracts that were eventually drawn up. are known collectively as "the Lambert Toolkit",

The Toolkit consists of a decision guide, a number of model agreements, heads of terms and variation templates and guidance notes. The Toolkit's objectives are to facilitate negotiations, reduce the time, money and effort required to secure agreement and provide examples of best practice.

• The online decision guide addresses the issues that tend to arise in negotiations between businesses and universities and helps parties identify the most suitable collaboration agreement.
• There are 7 model business and university collaboration agreements. In some of those agreements, the university owns the "Results" (the intellectual assets resulting from the collaboration and the right to apply for intellectual property protection for those assets) while the business enjoys a licence to use them. In others, the business owns the "Results" and the university may or may not use them for academic purposes.
• There are also model agreements for use by consortiums, that is to say, more than two parties.
• Heads of terms set out the provisions that have been agreed by the negotiators subject to a formal written agreement.  As such, they are not usually intended to be legally binding. The Toolkit contains two heads of terms templates: one for business and university collaboration and the other for consortiums.
• If there is an important change to an agreement such as the involvement of a new party there should be a formal written agreement setting out the change known as a "variation agreement".  The Toolkit contains a template for the variation of business and university collaboration agreements and another for the variation of consortium agreements.
• Guidance notes are available for each of the above agreements.

There are a number of model agreements that may be particularly useful for research into COVID-19. One is a fast track model agreement which was drawn up by Public Health England to evaluate potential treatment options for Ebola and Zika very rapidly and to share the results with stakeholders for a coordinated global response.  The Intellectual Property Office notes that it may be adapted for any crisis affecting the health of people, animals or the environment.  There are also model agreements between the pharmaceutical and biomedical industries, universities and the National Health Service particulars of which are on the National Institute for Health Research website. Since the development of a vaccine and treatment for COVID-19 is likely to require international collaboration, it may be useful to consult the IPO's templates for collaboration with partners in the European Union, China, India and South Korea.  

The government has contemplated adapting the business and university collaboration agreements for business to business collaboration and carried out a consultation in various London, Manchester and Birmingham.  I attended the one in Manchester and wrote about it in IPO Consultation - Business to Business Collaboration Agreements 23 July 2018 IP Northwest.  A business-to-business toolkit on the lines of the Lambert Toolkit could be very useful for businesses, particularly start-ups and other small and medium enterprises.

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