ABSTRACT Public-sector research institutions can use a variety of agreements to protect and manage intellectual property. hese agreements are powerful tools to foster competition in the private sector and reduce prices for consumers in developing countries. his chapter provides an overview of the following types of major agreements—conidential- ity, material transfer, development (in which the licensee is responsible for further development), co-development (in which two parties collaborate on continued develop- ment), and distribution—explains the functions of those agreements, and suggests strategies for their efective use. he chapter also discusses the meaning and usefulness of the standard elements and formulas found in such agree- ments. It explains the meaning and signiicance of the terms and language used and discusses such key issues as product liability, fees and royalties, and arbitration. he chapter emphasizes the importance of establishing and maintaining trust when negotiating and implementing agreements. ฀HANDBOOK฀OF฀BEST฀PRACTICES฀฀|฀฀ responsible for further development), co-develop- ment (in which two parties collaborate on contin- ued development), and distribution. Most agreements are between two parties, but some may involve three or more parties. he public sector agency or the negotiating party may provide the irst draft of an agreement for nego- tiation. Whoever writes the irst draft often has the advantage, so public sector agencies should, whenever possible, take the initiative to prepare the agreement. Regardless of who provides the irst draft, the proposal should adhere to the principle of good negotiations: ofer an agreement that you would be willing to sign, if you were the other party. A good agreement beneits both parties. For an agreement to work, the two parties must trust each other and maintain this trust throughout the implementation of the agreement. With a high level of trust, moreover, a request to renegotiate by either party may be better received should cir- cumstances change. Finally, since enforcing inter- national agreements through legal remedies may be diicult, such agreements should be considered solemn commitments that must be observed. 2.฀ THE฀uSE฀And฀LIMITATIonS฀of฀ TEMpLATE฀AGREEMEnTS he chapter provides a number of template or sample agreements for each major type of contact. CHAPTER฀7.1 1.฀ InTRoduCTIon One important goal of public sector licensing should be to promote competition between pri- vate companies. Monopolies and high prices are not caused by patents themselves but by how pat- ents are managed, so the goals of the public sec- tor can be served by using licensing strategies that foster competition and reduce prices. Many kinds of agreements are used to pro- tect and manage intellectual property (IP). hese include agreements for conidentiality, material transfer, development (in which the licensee is Mahoney฀RT฀and฀A฀Krattiger.฀Agreements:฀A฀Review฀of฀Essential฀Tools฀of฀IP฀Management.฀In฀Intellectual฀Property฀Manage- ment฀in฀Health฀and฀Agricultural฀Innovation:฀A฀Handbook฀of฀Best฀Practices฀ (eds.฀A฀Krattiger,฀RT฀Mahoney,฀L฀Nelsen,฀et฀al.).฀ MIHR:฀Oxford,฀U.K.,฀and฀PIPRA:฀Davis,฀U.S.A.฀Available฀online฀at฀www.ipHandbook.org. ©฀2007.฀RT฀Mahoney฀and฀A฀Krattiger.฀Sharing฀the฀Art฀of฀IP฀Management:฀Photocopying฀and฀distribution฀through฀the฀Inter- net฀for฀noncommercial฀purposes฀is฀permitted฀and฀encouraged. Agreements:฀A฀Review฀of฀Essential฀Tools฀ of฀IP฀Management RichaRd฀T.฀Mahoney, Director, Vaccine Access, Pediatric Dengue Vaccine Initiative, International Vaccine Institute, Republic of Korea anaTole฀KRaTTigeR, Research Professor, the Biodesign Institute at Arizona State University; Chair, bioDevelopments-International Institute and Adjunct Professor, Cornell University, U.S.A.