Enter the TurboNegotiator

Pfizer, for example, signed 441 strategic alliances last year, Don Madren, the company’s director of strategic alliances told a session on ‘Novel Industry-University Partnerships to Drive Innovation’ at the US BioIndustry Organization’s annual conference in Atlanta last week.

One of the main sources of conflict in negotiating agreements is how to treat background intellectual property (IP) and knowhow. But as Madren joked, he has also been involved in drawn out discussions, “on foreground IP.”

Help is on the way, in the shape of TurboNegogiator, an online tool that allows both parties to agree on contentious issues before moving to draft a legal contract. This is the product of the University-Industry Demonstration Partnership (www.uidp.org), a programme set up six years ago with funding from the US National Academy of Sciences.

The system, currently in beta testing, “Helps to get you on the same page as your counterpart very quickly,” Madren said.

UIDP has 94 members including Hewlett-Packard, IBM, Boeing, Dow, Toyota, Monsanto, Wyeth, and other companies, along with more than 50 universities. One of these, Georgia Institute of Technology, has worked with Pfizer in the development of TurboNegotiator.

Jilda Garton, Georgia Institute’s Associate Vice Provost for Research said industry and academia need to work together, “to fix what is sometimes a dysfunctional relationship.” In setting out to develop TurboNegotiator, UIDP first carried out research to uncover the recurring points of contention in agreeing deals. These are: what gets published and when; rights to offer results to third parties; the conduct of the research; indemnification; and handling background IP.

Garton said TurboNegotiator helps both parties to identify what kind of project they are involved in, clarifying, for example, the costs to both sides, the problems of protecting IP, whether it is applied or basic research. “TurboNegotiator allows you to have a structured discussion about these and other issues,” she said.

The confidential negotiation space includes a questionnaire on the background to the proposed project and what each party brings to it. If there is a disagreement this is highlighted, and each party can comment in their own time on each other’s points.

Madren said, “One of the beauties of this instrument is it allows you to go through all your questions very systematically.” He added, “If there are any differences you find out very quickly. It’s a very useful tool: I wish I had had it when I started out ten years ago.”

There may be an assumption that most of the difficulties in agreeing collaborations are down to academic heel-dragging. But Madren admitted the problems can cut both ways, saying, “Pfizer’s business development is complex; it is an almost impenetrable fortress for many.”

The beta version of TurboNegotiator was released for testing and comments in February. As yet there is no objective evidence that it speeds up the process of agreeing collaborations, though the National Academy of Sciences intends to investigate this once the system has been in use for a while.

And, as Garton noted, the system is not TurboLawyer. “It does not spit out a contract.” However both she and Madren agreed that legal drafting is likely to be smoother if everything is agreed at the point the lawyers pick up their pens.