Collaboration between university and sponsor: ownership of copyright

In the case of Cyprotex Discoveries Ltd ("Cyprotex") v University of Sheffield ("University") the Court of Appeal considered the issue of ownership of intellectual property ("IP") arising as a result of research which it carried out in collaboration with a third party.

Academic researchers at the University had produced a series of computer programs which could predict how a potential new drug may be absorbed, metabolised or excreted by the body. Cyprotex was a company devoted to the development of computer programs for use in drug behaviour predictions. Cyprotex entered into an agreement with the University to provide computer programming expertise in exchange for sponsorship rights to the program enabling Cyprotex to use the program on favourable terms. The research was completed and the programme was written by an employee of Cyprotex (the "Programmer") in accordance with the terms of the research and collaboration agreement ("Research Agreement").

At around the time of completion of the program, the relationship between Cyprotex and the University broke down and Cyprotex began proceedings claiming that it is was the owner of the IP (specifically copyright) created by the Programmer.

At the Court at first instance the judge held that the University was the copyright owner because this accorded with its reading of the terms of the Research Agreement. The relevant provision was clause 9(b) of the Research Agreement which provided that any IP created by any member or other agent of the University either alone or in conjunction with an employee of the University would belong to the University. The Court at first instance upheld the University's claim that although the Programmer was an employee of Cyprotex he was at the time acting as an agent for the University. Cyprotex were therefore unable to rely on clause 9(d) of the Research Agreement which provided that work carried out solely by an employee of a sponsor belonged to the respective sponsor. Cyprotex appealed the decision of the Court at first instance.

The Court of Appeal upheld the decision of the Court at first instance, concluding that the Research Agreement had contemplated the need for, and required the University to appoint a Programmer and as such the Programmer had been acting as an agent of the University in accordance with clause 9(b). Despite the Programmer having carried out his duties in the capacity of an employee of Cyprotex, the copyright ownership remained with the University, since the Programmer had worked with a University employee.

This case highlights the importance of seeking legal advice on the drafting or review of research and collaboration agreements. Any proposed contractual relationship of this nature should comprehensively address issues relating to the ownership of, and rights to, any IP developed to ensure the arrangements between the parties reflect and will continue to reflect what the parties intended.

For further information please contact Stephen Whybrow on T: +44(0) 207 367 2175 or by email at [email protected] or Nick Beckett on +44 (0) 207 367 2490 or by email at [email protected] Sarah Hanson on +44(0) 207 367 2559 or by email at [email protected] or Aasim Qureshi on T: +44(0) 207 367 3620 or by email at [email protected]