The perils of overgenerous IP assignments

The story: RegenWeave™, Dermavive, and a generous assignment

GeneSys Institute, a fictional research organisation, developed a synthetic protein scaffold known as RegenWeave™. Keen to encourage commercialisation, and at the time shifting away from regenerative medicine, GeneSys assigned the IP rights to the inventors — who then launched a spin-out, Dermavive Biotech.

The assignment wasn’t just generous; it was broad. It transferred not only the rights to RegenWeave™ itself, but also to any future “improvements.” For GeneSys, moving out of the field, this seemed like a small price to pay to enable a promising biotech venture.

Fast forward several years, and GeneSys had a change in leadership. Under the new CEO, regenerative medicine was once again a strategic priority. A separate research team at GeneSys developed an entirely new technology: a biodegradable delivery patch branded GelPort™.

But when GeneSys prepared to commercialise GelPort™, Dermavive stepped in — asserting that the rights belonged to them under the original assignment of “RegenWeave™ and all improvements.” The sting was that Dermavive had made no inventive contribution to GelPort™. The broad drafting of the original agreement meant they could nevertheless claim ownership.

The consequences

What began with good intentions to support entrepreneurship became a roadblock to GeneSys’s own innovation. Years of research investment were suddenly tied up in a dispute about ownership, draining resources and creating mistrust. GeneSys failed to consider the flow-on effects of overly broad assignment language, and that strategic priorities of the organization might shift in future.

The lesson is clear: vague or overly broad assignments, made without considering shifts in the research landscape, can unintentionally mortgage the future.

Key takeaways

• Define “improvements” with care. Spell out what qualifies as an improvement, over what timeframe, and whether an inventive contribution is required. Without precision, the term can be stretched far beyond its intended scope.

• Anticipate strategic shifts. Organisational priorities evolve. What seems unimportant today may be a growth area tomorrow. Assignments should leave room for those shifts.

• Balance generosity with strategy. Supporting spin-outs and rewarding inventors is important, but it mustn’t undercut the long-term IP position of the parent organisation.

• Involve cross-functional expertise. Input from legal, research, and commercial teams — and patent professionals who understand the broader research landscape — is essential before finalising IP assignments.

Final thoughts

Goodwill and collaboration are vital in research and innovation, but they need to be matched with clarity and foresight. Assignments that are too broad may feel generous in the moment, but they risk compromising future opportunities. Clear drafting today is the best way to avoid litigation tomorrow.