Essential Guide to Non-Disclosure Agreements (NDAs) in Pharma and Biotech 

The pharmaceutical and biotechnology industries are extremely competitive, and for companies to retain their competitive advantage, it is essential to protect their proprietary information. In those industries, NDAs (non-disclosure agreements) go a long way towards providing a veil over which valuable information can be discussed. 

What is a Non-Disclosure Agreement (NDA)?  

NDA is a legal contract between two or more parties which establishes what information is confidential and how it is to be used. NDAs are frequently issued in the pharmaceutical and biotechnology industries, as they may involve a lot of proprietary data such as trade secrets and research and development data. 

When crafting an NDA in the pharmaceutical and biotechnology sectors, a clear definition of what is confidential information is critical. Such as: 

Trade secrets:

Information that is not known or readily ascertainable by the public and provides a disclosing party with a competitive edge. 

R&D data:

Details on the development of new drugs or therapies as well as clinical trial results. 

Financial details:

Including details of a new company financials and information on expected future results. 

An NDA should also outline how any confidential information should be treated. That could be access, storage, disclosure requirement, etc. For example, the NDA could say that access to confidential information must be limited to certain physical, electronic or logistical scopes, that only certain parties are authorized to access it, and that it cannot be communicated to third parties without the prior written consent of the disclosing party. 

Be sure to have an attorney read over the NDA before you sign it. This will ensure that the agreement is legally enforceable and that your rights are protected. After reviewing the NDA with a lawyer, all parties must sign it. 

So, if you follow this guide, you should have a good (though non-exhaustive) start on your way to creating an NDA that will help keep your secret to yourself and your NDAs to your business in the pharmaceutical and biotechnology industry. 

So here are other tips for drafting a non-disclosure agreement (NDA) in the pharma and biotech industries: 

Clearly define the scope of the NDA: Clearly specify what is confidential in your NDA 

Set a time limit for the NDA: The confidentiality obligations under the NDA should cover the period during which the information concerns are to remain confidential. 

Let them know what the way is for resolving disputes. The NDA should state the mode of solution of any dispute arising from the NDA. 

Get a lawyer to read the NDA. Having an NDA reviewed by a lawyer before you signis usually a sensible decision. 

Non-disclosure agreements (NDAs) provide a safe haven to confidentiality within the rigorous and competitive landscape of the pharmaceutical and biotechnology industries. Hopefully, with the following steps outlined in this article, you can draft an NDA that will help protect your intellectual property and your business interests in these industries. 

Clearly Define Confidential Information

In NDA drafting for the pharmaceutical and biotechnology sectors, it is vital to draw a distinction on the types of information that are confidential. This can be things like trade secrets, research and development data, and financial information. The NDA handle treatment of confidential information should also be included. These might involve stipulations regarding how the data storage, access, and disclosure. 

Conclusion

A lawyer should review the NDA before you sign it. This will also help make sure that the contract will be enforceable by law to keep your rights protected. All reviewing parties should sign the NDA after a lawyer has seen it. 

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