This collection examines life-sciences licensing, research collaborations and acquisitions. Topics include liability allocation, licensed rights, employee inventions, earnouts and merger review, with comparisons of Swiss, EU, UK and US approaches where relevant.
These articles provide general information and are not legal advice.
Liability caps and other terms US counsel use in US-Swiss R&D collaborations rest on assumptions Swiss and EU law do not share. Swiss partnership law, mandatory trial-injury cover, joint-patent rules and the limits of US bankruptcy law can each defeat them.
Since 1 May 2026 only the EU block exemption lists utility models as technology rights and only the UK's lists database rights. Switzerland has no block exemption. A licensed dataset can sit inside the safe harbor in one territory and outside it in another.
Art. 332 of the Swiss code of obligations (OR) sorts employee inventions into three categories a standard US invention-assignment clause does not track, and one of them carries a statutory compensation claim the employment contract cannot waive.
Most milestone dollars promised in biotech M&A earnouts are never paid. Recent Delaware decisions show how drafting choices shape the disputes that follow.
The Foreign Subsidies Regulation imposes a mandatory pre-closing filing on qualifying EU acquisitions, and its EUR 50 million trigger measures financial contributions rather than subsidies, so US federal grants, government contracts and research tax credits all count.
The revised Swiss competition act (KG) replaces the qualified-dominance test of Art. 10(2) KG with an EU-style significant impediment to effective competition (SIEC) test, so merger review will reach US MedTech and pharma deals well short of monopoly. Notification thresholds are unchanged.
Competition law can void some clauses of a biotech license, and the Swiss code of obligations (OR) codifies no license contract that would fill its gaps. Clauses on scope, grant-backs, change of control and termination decide what the license covers and what survives its end.
When a compound fails late in clinical testing, the collaboration agreement decides who carries the loss. Under Swiss law, a pharma-academic alliance can be treated as a simple partnership with shared losses rather than as a license.
The Tavneos revocation puts the loss of clinical-evidence reliability between a US licensor and its European licensee. Different EU, US and Swiss procedures leave payment recovery, regulatory cooperation, supply and acquisition risks to separate contractual analysis.
The 2026 ICC Rules, PMAC and English-language courts in Bern and Germany change the choices for cross-border pharma disputes. Agreement dates, patent rights, urgent relief and the location of assets determine which procedure and enforcement route can work.
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