Ophør af forskningskontrakter: Inden for teorirammen i strategisk kontrahering: Med fokus på efterfølgende anvendelse af forgrundsviden

Abstrakt

The purpose of this master thesis is to examine how the parties should act after the contract has terminated in relation to ex post utilize the acquired “forgrundsviden” in a new research area based on the theoretical framework in strategic contracting. The party’s acting is sought through the use of the proactive contract paradigm, which will determine how the parties should act after the contract has terminated. Strategic contracting is based on the idea, that the parties can only obtain relational rent and gain competitive advantages through collaboration and not achieved separately. Obtaining relational rent ensures, that the parties can use their collaborated research on alternative research areas after the contract has terminated. The thesis presents a modified version of the Schlüter contract between two private companies in the Danish pharmaceutical industry. None of the contractual clauses in the Schlüter contract has legal effect or governing the parties act after the contract has terminated. The gap-filling rules nor the conventional contract paradigm regulates the parties’ actions after the contract is terminated, or what the parties should do ex post with the acquired “forgrundsviden”. According to the Schlüter contract, the parties must be able to document their contribution when the party’s ex post must divide their “forgrundsviden” after paragraph 5.1 or 5.2. When a party is granted full ownership in an accordance to paragraph 5.1 the property rights-theorem and game theory illustrates, that is will lead to an efficient utilize of the “forgrundsviden” in a world without transaction costs. It was found that “forgrundsviden” will be used inefficiently when the parties are conquered by asymmetric information. Based on the legal framework of proactive contract paradigm and strategic contracting, the thesis introduces a ‘continues clauses’ and a ‘renegotiation clause’ to ensure the contract seizes elements that occurs after the original contract is terminated. Finally, a solution is presented in the form of shoot-out clauses when a party wants to obtain the others part of the “forgrundsviden”, and to see if the clauses positively can affect the parties acting ex post