A US life-sciences deal that crosses into Switzerland or the EU rests on assumptions the other side's law does not share. Liability caps, cross-indemnities and insurance covenants drafted on common-law expectations can dissolve when a program fails or a partner becomes insolvent; an earnout drafted for Delaware litigates differently; a technology-transfer clause grants three different objects under the EU, UK and Swiss block-exemption regimes; and an employee invention in a Swiss laboratory follows a statutory chain of title that a standard invention-assignment clause does not track. Clearance has grown a fourth leg in the Foreign Subsidies Regulation and a new reach in Switzerland's revised KG. The analyses below cover research collaborations, licensing pitfalls, milestone disputes and the merger-control filings a US acquirer did not plan for.
8 insights · latest June 2026
Research collaborations between pharmaceutical companies and academic institutions present unique contractual challenges. Who bears the risk when promising compounds fail in late-stage trials?
Technology transfer agreements in life sciences often contain provisions that surface only during disputes. What clauses should biotech companies scrutinize?
Limitation-of-liability caps, cross-indemnities and required insurance rest on common-law assumptions Swiss and EU law do not share, so the containment can dissolve at the moment a failed program or an insolvent partner triggers it.
Biotech M&A milestone earnouts trigger disputes at alarming rates. Recent billion-dollar Delaware decisions show how drafting choices determine outcomes.
Since 1 May 2026 the EU and UK block exemptions enumerate different technology rights: utility models sit inside the EU list, database rights inside the UK's, and Switzerland has none, so one licensing clause grants three different objects.
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 NIH grants, BARDA contracts and US research tax credits all count.
Switzerland's revised Kartellgesetz replaces the qualified-dominance test of Art. 10(2) KG with an EU-style significant-impediment standard, so WEKO merger review reaches US MedTech and pharma concentrations well short of monopoly. Notification thresholds are unchanged.
Art. 332 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.
Counsel on this topic: Pharma & MedTech transactions counsel.
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