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Pharma Feuds
Marjorie Corman Aaron
A company is manufacturing a version of a drug that some patients can’t tolerate. A group of the company’s scientists decide to form their own company to manufacture a purer version of the drug that these patients will be able to use without severe side effects. The holder of the original patent was a not-for-profit joint venture with the original manufacturer of the product. This simulation takes place three years after the transaction is complete. The parties are now locked in two disputes, arising from different interpretations of language in their original agreement stating: “pharmaceutical process or product improvements would revert to Blue-Pharm for use in other pharmaceutical products.” They disagree about (1) whether Blue-Pharm should be permitted to share improvements in the Immuno-Pure manufacturing process Pharmalux (now a competitor), and (2) whether Pure Health is obligated to share its new anti-microbial product developments with Blue-Pharm. While the case looks like it’s about IP, it really turns on contract interpretation.
Pharma Feuds Negotiation: Teaching Note (PDF)
Pharma Feuds Negotiation: General Information (PDF)