Technology transfer documentation – confidentiality agreement, licensing and MoUs MCQs With Answer

Introduction: Technology transfer documentation is essential for B. Pharm students working at the interface of pharmaceuticals, regulatory affairs and industry collaboration. Key documents — confidentiality agreement (NDA), licensing agreements, Memoranda of Understanding (MoUs), material transfer agreements (MTAs) and technology transfer plans — protect intellectual property, define roles, set royalty terms, and ensure data integrity during scale‑up and commercialization. Understanding clauses on exclusivity, sublicensing, duration, enforcement, and regulatory compliance helps students evaluate collaborations, manage risk, and support downstream manufacturing and clinical activities. Grasping these documents strengthens technical and legal literacy for future pharmacists and researchers. Now let’s test your knowledge with 30 MCQs on this topic.

Q1. What is the primary purpose of a Confidentiality Agreement (NDA) in technology transfer?

  • To assign patent rights to the receiving party
  • To outline manufacturing specifications
  • To protect shared confidential information from disclosure
  • To set royalty rates for commercial products

Correct Answer: To protect shared confidential information from disclosure

Q2. Which document typically records preliminary intentions between parties but is not usually legally binding?

  • Exclusive license agreement
  • Memorandum of Understanding (MoU)
  • Material Transfer Agreement (MTA)
  • Patent assignment deed

Correct Answer: Memorandum of Understanding (MoU)

Q3. In a licensing agreement, what does ‘exclusive license’ mean?

  • The licensee can grant sublicenses to anyone
  • The licensor retains full commercial rights
  • Only the licensee has the right to use the IP in the specified field and territory
  • The license is limited to non-commercial research

Correct Answer: Only the licensee has the right to use the IP in the specified field and territory

Q4. Which clause in an NDA defines the time period that information must remain confidential?

  • Grant clause
  • Confidentiality duration clause
  • Royalty clause
  • Termination clause

Correct Answer: Confidentiality duration clause

Q5. What is a Material Transfer Agreement (MTA) used for?

  • To transfer manufacturing equipment ownership
  • To govern transfer and use of biological or chemical materials between institutions
  • To license a patent to a third party
  • To set up a joint venture company

Correct Answer: To govern transfer and use of biological or chemical materials between institutions

Q6. Which element is essential in a licensing agreement for pharmaceuticals?

  • List of lab personnel
  • Royalty rates and payment terms
  • Clinical trial participant names
  • Detailed marketing plan

Correct Answer: Royalty rates and payment terms

Q7. Who usually negotiates technology transfer agreements at universities?

  • Laboratory technicians
  • Technology Transfer Office (TTO) or Technology Licensing Office
  • Clinical trial coordinators
  • Procurement managers

Correct Answer: Technology Transfer Office (TTO) or Technology Licensing Office

Q8. Which clause specifies what happens if confidential information is disclosed in breach of an NDA?

  • Governing law clause
  • Remedies and injunctive relief clause
  • Background IP clause
  • Assignment clause

Correct Answer: Remedies and injunctive relief clause

Q9. In a licensing context, what is ‘sublicensing’?

  • The licensor receiving royalties from the licensee
  • The licensee granting part of its rights to a third party
  • A clause that terminates the license automatically
  • The transfer of materials without documentation

Correct Answer: The licensee granting part of its rights to a third party

Q10. What is an important IP-related clause in MoUs when research collaboration is planned?

  • Clinical endpoint definitions
  • Ownership and sharing of intellectual property arising from collaboration
  • Daily work-hour schedules
  • List of required reagents

Correct Answer: Ownership and sharing of intellectual property arising from collaboration

Q11. Which document should detail quality specifications and transfer of manufacturing know-how?

  • Confidentiality agreement
  • Technology transfer plan or agreement
  • Patent application
  • Purchase order

Correct Answer: Technology transfer plan or agreement

Q12. Which of the following is typically NOT covered as confidential under an NDA?

  • Publicly available information prior to disclosure
  • New formulation data shared under agreement
  • Proprietary manufacturing process diagrams
  • Unpublished clinical trial results disclosed between parties

Correct Answer: Publicly available information prior to disclosure

Q13. What is a common duration for confidentiality obligations after disclosure?

  • 1 week
  • 6 months
  • 2–5 years depending on sensitivity
  • Perpetual without exception

Correct Answer: 2–5 years depending on sensitivity

Q14. Which section in an MTA addresses permitted uses of transferred materials?

  • Permitted use and scope clause
  • Governing law clause
  • Signature block
  • Payment schedule

Correct Answer: Permitted use and scope clause

Q15. What is ‘background IP’ in a collaboration agreement?

  • IP created jointly during the collaboration
  • Pre-existing intellectual property owned by a party before the collaboration
  • IP that is publicly available
  • IP owned by a third-party vendor

Correct Answer: Pre-existing intellectual property owned by a party before the collaboration

Q16. Why is including a publication clause important in research agreements?

  • To prevent any form of publication forever
  • To balance academic freedom with protection of confidential information and IP
  • To guarantee immediate open access to all data
  • To set royalty rates for published articles

Correct Answer: To balance academic freedom with protection of confidential information and IP

Q17. Which party is typically responsible for regulatory filings when licensed technology moves to clinical development?

  • The licensor unless otherwise agreed
  • The original inventor only
  • The clinical site without sponsor involvement
  • The journal publishing the work

Correct Answer: The licensor unless otherwise agreed

Q18. What is a key difference between an MoU and a contract?

  • MoU always includes royalty clauses
  • MoU is generally non-binding while a contract is legally enforceable
  • Contracts cannot be signed by universities
  • MoUs provide IP ownership assignments automatically

Correct Answer: MoU is generally non-binding while a contract is legally enforceable

Q19. In licensing, what is a ‘field of use’ restriction?

  • Restriction preventing use of the IP in any context
  • Limitation specifying the particular application areas where the licensee may exploit the IP
  • Clause that sets the royalty currency
  • Clause allowing unlimited sublicensing

Correct Answer: Limitation specifying the particular application areas where the licensee may exploit the IP

Q20. What is the role of a ‘due diligence’ review before signing a license?

  • To finalize the royalty payment schedule
  • To assess IP validity, freedom to operate, regulatory status and commercial potential
  • To appoint lab staff for transfer
  • To register the product with regulatory authorities

Correct Answer: To assess IP validity, freedom to operate, regulatory status and commercial potential

Q21. What does ‘assignment of inventions’ clause typically do?

  • Allows inventors to sell equipment
  • Transfers ownership of inventions from inventors to an institution or company
  • Grants a license to third parties
  • Lists the background literature

Correct Answer: Transfers ownership of inventions from inventors to an institution or company

Q22. Which clause determines which country’s laws govern a technology transfer agreement?

  • Confidentiality clause
  • Governing law and jurisdiction clause
  • Payment clause
  • Indemnity clause

Correct Answer: Governing law and jurisdiction clause

Q23. What is ‘freedom to operate’ (FTO) analysis?

  • Assessment of lab space availability
  • Review of whether a product can be made, used or sold without infringing third-party IP
  • Calculation of royalty percentages
  • Validation of analytical methods

Correct Answer: Review of whether a product can be made, used or sold without infringing third-party IP

Q24. Which documentation helps ensure technology is reproducibly transferred to manufacturing?

  • Marketing brochures
  • Standard Operating Procedures (SOPs), batch records and transfer protocols
  • Patent prosecution history
  • Conference abstracts

Correct Answer: Standard Operating Procedures (SOPs), batch records and transfer protocols

Q25. What does a royalty clause in a license define?

  • The confidentiality period
  • Payment terms based on sales, milestones or fixed fees
  • Laboratory safety protocols
  • The list of inventors

Correct Answer: Payment terms based on sales, milestones or fixed fees

Q26. Which term best describes an MoU that becomes binding once signatures are exchanged and consideration is provided?

  • Non-binding MoU
  • Legally binding agreement by intent
  • Patent application
  • Confidential disclosure only

Correct Answer: Legally binding agreement by intent

Q27. What should be included in the annexures of a technology transfer agreement?

  • Detailed technical specifications, SOPs, validation data and equipment lists
  • Only the signatures of witnesses
  • Irrelevant promotional material
  • Personal medical records of researchers

Correct Answer: Detailed technical specifications, SOPs, validation data and equipment lists

Q28. Why include an audit right in MTAs or licenses?

  • To allow the provider to inspect compliance with use, reporting and payment obligations
  • To permit unlimited data publication by the provider
  • To assign inventorship to the provider
  • To increase confidentiality duration automatically

Correct Answer: To allow the provider to inspect compliance with use, reporting and payment obligations

Q29. What is a practical first step for students preparing to draft or review technology transfer documents?

  • Ignore legal terms and focus on experiments
  • Learn key clauses, consult templates, and seek guidance from the institution’s TTO or legal counsel
  • Publish all data before signing anything
  • Assume all MoUs are legally binding

Correct Answer: Learn key clauses, consult templates, and seek guidance from the institution’s TTO or legal counsel

Q30. In a collaborative research agreement, what best practice protects each party’s pre-existing know-how?

  • Omitting any IP clauses
  • Clearly defining and listing background IP and ownership in the agreement
  • Allowing unrestricted use of all materials
  • Setting royalties only after commercialization

Correct Answer: Clearly defining and listing background IP and ownership in the agreement

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