Not quite. A licence grants permission to use defined intellectual property, data or know-how, usually in return for payments. A collaboration agreement governs joint work, such as research, development or clinical studies, with shared governance, budgets and outputs. Many life sciences deals combine both: the parties collaborate during development and then one party receives a licence to commercialise. The documents should be drafted together so that ownership of results, licence scope and payment triggers fit with each other. We help clients choose and structure the right combination for their goals and stage.

The Patent Act 2023 governs patent protection in Bangladesh, and pharmaceutical patents have historically been affected by the TRIPS transition period for least developed countries. As Bangladesh moves through LDC graduation, the protection available for pharmaceutical inventions and the value of licences may change. Licence agreements should identify the relevant patents and applications, address what happens if protection is granted, refused or challenged, and allow royalty adjustments where appropriate. We review the patent position and draft provisions that remain workable as the legal landscape changes over the term of the licence. Royalty review clauses are common in life sciences licences.

It depends on the commercial model. A local manufacturer that in-licenses a product usually holds the DGDA registration in its own name, while a foreign company distributing through a local partner may want registrations held in a way that lets them move if the relationship ends. The agreement should state who owns the dossier, who files variations and renewals, who handles pharmacovigilance and how the registration is transferred or withdrawn on termination. We advise on the structure that best protects each party's investment while meeting DGDA requirements for life sciences products in Bangladesh. Registration transfer terms should be tested early.

Yes, but royalty and technical fee remittances must comply with Bangladesh's foreign exchange rules, documentation requirements and tax withholding, and some arrangements may need registration or approval. The agreement, invoices and supporting documents should be prepared in a form that the remitting bank will accept. We structure payment terms, tax gross-up provisions and supporting documentation, and coordinate with tax advisers, so that royalties under a life sciences licence can be paid on schedule. Where approvals are needed, we advise on timing and build conditions into the agreement so neither party is left in breach. Records help in tax audits.

Before any material or know-how changes hands, the parties should sign a confidentiality agreement and, for biological materials, a material transfer agreement that defines permitted uses, restrictions on reverse engineering or transfer to others, ownership of results and return or destruction. Where genetic resources or traditional knowledge from Bangladesh are involved, access and benefit-sharing rules may apply. We draft these early-stage documents so they protect each party without blocking the later collaboration or licence, and so that any rights granted early are consistent with the main life sciences agreement. Early documents often bind the later deal.

The agreement should define improvements and set rules on who owns inventions made by one party, the other party or both. Common approaches include ownership following inventorship, ownership by the party controlling the underlying product, or joint ownership with licences back. Each affects patent filing, enforcement and commercialisation. We draft invention disclosure, filing and cost-sharing procedures so that life sciences collaborations do not end with disputed ownership. We also address employee and consultant inventions, since ownership depends on contracts with the inventors. Contracts should also require prompt reporting of new inventions so that filing deadlines are not missed.

Without specific provisions, a change of control can leave the other party with an unwilling or competing partner. Agreements often include change-of-control notice requirements, termination rights, restrictions on assignment and protection for continuity of supply. Where patients depend on a product, transition provisions are particularly important. We draft change-of-control and transition clauses that protect the licensed business and the patients relying on it, while preserving flexibility for the parties to pursue mergers, acquisitions or investment. Merger control under the Competition Act 2012 may also need to be considered for larger transactions. Early planning protects both parties and patients.

Most cross-border agreements provide for escalation to senior executives, expert determination for technical or accounting questions and international arbitration for wider disputes. Seats such as Singapore or London are common, and awards can be enforced in Bangladesh under the Arbitration Act 2001. Domestic deals may use Dhaka arbitration or the courts, including under the Commercial Courts Act 2026. We advise on dispute clauses at the drafting stage and, through our dispute resolution practice, on interim relief to protect confidential information, materials and regulatory files. Clear clauses keep the relationship workable.