Civil Law and University Technology-Transfer Contract Claims in Europe

University technology transfer in Europe sits at the intersection of contract law, intellectual-property law, competition law, public funding rules, employment law, and procedural law. A university may act as a research institution, patent owner, licensor, contracting party, or public body, and the legal consequences differ depending on that capacity.

A key point is that there is no single European civil code governing university technology-transfer contracts. The underlying contract is normally governed by the national law chosen in the agreement—German, French, Italian, Dutch, English, etc.—while EU law may impose additional limits, particularly on competition, State aid, IP exploitation, and EU-funded research.

The European Patent Office itself notes that European countries have increasingly moved from the traditional "professor's privilege" toward systems in which universities or research institutions own inventions generated by their researchers. (link.epo.org)

Below is a detailed, case-oriented explanation.

1. Meaning of University Technology Transfer

Technology transfer is the process by which knowledge, inventions, software, patents, research results, know-how or other intellectual property moves from a university or research organisation to a commercial entity.

Typical arrangements include:

Patent licence agreements

Assignment of patents

Software licences

Know-how and trade-secret agreements

Research collaboration agreements

Sponsored research agreements

University spin-out agreements

IP assignment agreements

Material transfer agreements

Joint-development agreements

Exclusive/non-exclusive licensing arrangements

Royalty and milestone agreements

A university may therefore bring a contractual claim for:

unpaid royalties;

breach of licence terms;

unauthorised exploitation;

misuse of confidential information;

failure to commercialise;

breach of development milestones;

failure to assign IP;

infringement of contractual IP rights;

wrongful termination;

failure to conduct agreed research;

negligent or defective research;

recovery of research funding;

breach of confidentiality;

unauthorised publication.

Conversely, the company may claim:

the university did not own the IP;

the licence was ineffective;

the university breached warranties;

the research results were defective;

the university failed to deliver agreed results;

the university wrongly terminated the agreement;

royalty obligations never arose;

the university's limitation-of-liability clause is ineffective.

The EPO's technology-transfer material illustrates how agreements between universities and industry commonly allocate background IP, foreground IP, patent filing rights, licensing rights and commercialisation responsibilities. (epo.org)

2. Why Civil Law Matters

In continental European legal systems, contractual disputes are generally analysed through the national law applicable to the contract.

For example:

The contract therefore normally answers the first question:

Which country's law governs the technology-transfer agreement?

The second question is:

Does mandatory EU law override or restrict what the parties agreed?

This is particularly important where the agreement contains:

territorial restrictions;

exclusive licensing;

non-compete clauses;

field-of-use restrictions;

royalty provisions;

restrictions on research;

obligations concerning competing technologies.

EU competition law can invalidate or restrict contractual provisions even when the contract is valid under national civil law.

3. Essential Distinction: Ownership vs Contractual Rights

One of the most important principles in university technology-transfer disputes is:

Ownership of an invention is not the same thing as ownership of contractual rights arising from an agreement concerning that invention.

Suppose Professor A develops an invention at University X.

There may be several different questions:

Question 1 — Who is the inventor?

Usually the individual researcher.

Question 2 — Who owns the patent?

This depends upon the applicable national law, employment relationship, university rules and contractual arrangements.

Question 3 — Who owns the resulting commercial rights?

That may be the university, researcher, company, or several parties jointly.

Question 4 — Who has the right to license the technology?

That depends on ownership and contractual arrangements.

Question 5 — Who is entitled to royalties?

That is primarily a contractual question.

This distinction was particularly significant in Cyprotex Discovery Ltd v University of Sheffield.

4. Case Law 1 — Cyprotex Discovery Ltd v University of Sheffield

Cyprotex Discovery Ltd v University of Sheffield [2004] EWCA Civ 380

Although England is a common-law jurisdiction rather than a continental civil-law jurisdiction, this is one of the most useful European university technology-transfer cases.

The dispute concerned software developed from research undertaken at the University of Sheffield. Cyprotex subsequently became involved in developing the software into a commercially exploitable form.

The litigation concerned copyright ownership and the interpretation of contractual arrangements relating to research outputs. (vlex.co.uk)

Importance

The case demonstrates that technology-transfer disputes frequently turn not merely on who physically created the technology but on:

the wording of the agreement;

the parties' intentions;

contractual allocation of IP;

subsequent development;

ownership of derivative technology.

Principle

A company cannot necessarily establish ownership merely because it subsequently commercialised or developed university research.

Conversely, a university cannot simply assume ownership merely because the research occurred within the university.

The contractual architecture surrounding the research becomes critical.

Practical lesson

A university-industry agreement should expressly identify:

background IP;

newly generated IP;

improvements;

derivative works;

software;

databases;

inventions;

patent ownership;

copyright;

know-how;

commercialisation rights.

5. Case Law 2 — Oxford University Innovation Ltd v Oxford Nanoimaging Ltd

Oxford University Innovation Ltd v Oxford Nanoimaging Ltd, High Court (Patents Court), 23 December 2022.

This is particularly relevant because it directly concerns a university technology-transfer/licensing relationship.

Oxford University Innovation, the university's technology-transfer organisation, sought unpaid royalties under a licence agreement relating to intellectual property concerning a super-resolution imaging device.

A major issue was whether the university-side claimant actually possessed the relevant rights because the invention was associated with an individual who had been a research intern and later doctoral student.

The defendant challenged the claimant's entitlement to the patents. (casemine.com)

Legal significance

The case illustrates a fundamental technology-transfer problem:

A licence is only as strong as the licensor's underlying rights.

Before a university licenses technology, it must establish a valid chain of title.

That means determining:

Researcher → University → Technology-transfer company → Licensee

If one link is defective, the commercial licence may become vulnerable.

Important contractual issues

A university technology-transfer contract should therefore contain representations and warranties dealing with:

ownership;

authority to license;

employee inventions;

student inventions;

third-party contributions;

prior licences;

patent applications;

encumbrances;

co-ownership.

6. Case Law 3 — Innovate Pharmaceuticals Ltd v University of Portsmouth

Innovate Pharmaceuticals Ltd v University of Portsmouth Higher Education Corporation [2024] EWHC 35 (TCC)

This is an extremely useful case for understanding research contracts between a university and a commercial entity.

Innovate entered into a research agreement with the University under which the University was to conduct research concerning the properties of a drug in relation to brain tumours.

The dispute ultimately concerned research results and a scientific publication. The claimant alleged that the publication contained errors and sought damages arising from the research agreement. (bailii.org)

Why it matters

This case demonstrates that university technology-transfer litigation does not necessarily begin with a patent.

It can begin with the research contract itself.

A research agreement can create contractual obligations concerning:

quality of research;

methodology;

reporting;

publication;

confidentiality;

accuracy;

intellectual property;

limitation of liability.

Particularly important issue: limitation clauses

Research agreements frequently contain clauses attempting to exclude or limit liability.

For example:

"The University shall not be liable for indirect or consequential loss."

But whether such a clause protects a university depends upon:

its precise wording;

applicable statutory restrictions;

whether the alleged conduct falls within the clause;

whether negligence, fraud or deliberate wrongdoing is involved;

whether the claimant is entitled to rely on another contractual obligation.

The Innovate litigation demonstrates why limitation-of-liability clauses deserve careful drafting in research agreements. (bailii.org)

7. Case Law 4 — Nungesser KG and Kurt Eisele v Commission

Nungesser KG and Kurt Eisele v Commission, Case 258/78, EU Court of Justice, 1982

This is one of the foundational European cases concerning technology licensing and competition law.

The dispute involved licensing arrangements relating to plant varieties.

The Court distinguished between different forms of exclusive licensing and considered the competitive effects of licensing restrictions.

Key principle

An exclusive licence is not automatically unlawful merely because it provides territorial exclusivity.

The economic function of the agreement matters.

A licence may encourage a licensee to invest in commercialising technology that might otherwise remain unexploited.

Relevance to universities

Imagine a university develops a new biotechnology invention.

It grants Company A:

"Exclusive rights to exploit the invention in France."

The university may argue that exclusivity is necessary because Company A must invest millions in:

clinical trials;

regulatory approval;

manufacturing;

marketing;

distribution.

The agreement must nevertheless be assessed under EU competition law.

The Court's reasoning in Nungesser is important because it recognises that technology licensing can have a legitimate innovation and investment function.

8. Case Law 5 — Windsurfing International v Commission

Windsurfing International Inc v Commission, Case 193/83, EU Court of Justice

This is another leading EU technology-licensing authority.

It concerned restrictions contained in patent licensing arrangements.

The case is important because it demonstrates that contractual restrictions connected with intellectual-property rights can still fall within EU competition law.

Core lesson

A patent does not give the patent holder an unlimited ability to impose contractual restrictions.

The distinction is:

What the IP right itself lawfully permits

versus

What additional contractual restrictions the parties impose.

This distinction is crucial in university licensing.

For example, a university may own a patent but include a licence clause saying:

"The licensee may not sell the licensed product anywhere outside Germany."

The fact that the university owns the patent does not automatically make every territorial restriction lawful.

9. Case Law 6 — Genentech Inc v Hoechst GmbH

Genentech Inc v Hoechst GmbH and Sanofi-Aventis Deutschland GmbH, Case C-567/16

This is a particularly important modern technology-licensing case.

The dispute concerned a patent licence and royalty obligations.

The central issue included whether royalties remained payable in circumstances where the relevant patent rights were no longer enforceable or had ceased to provide the expected legal protection.

The Court considered the interaction between contractual royalty obligations and EU competition law.

Importance for universities

Universities frequently license technology in return for:

upfront payments;

milestone payments;

annual fees;

running royalties;

minimum royalties;

sublicensing revenue.

A central drafting question is:

When exactly does the royalty obligation arise, and when does it terminate?

A contract should specify what happens when:

the patent expires;

the patent is revoked;

the patent is invalidated;

the patent application fails;

the licensee stops selling;

the licensed product no longer uses the patented technology;

the patent becomes unenforceable.

The Genentech litigation is therefore highly relevant when analysing royalty clauses in technology-transfer agreements.

10. Case Law 7 — VeriGraft AB v Eismea

VeriGraft AB v European Innovation Council and SMEs Executive Agency, Case T-688/19

This case concerns a different but increasingly important category of European technology-transfer disputes: EU-funded research agreements.

The dispute concerned a Horizon 2020 grant agreement and its termination.

The General Court dealt with jurisdiction under an arbitration clause and the contractual nature of the dispute. (eur-lex.europa.eu)

Importance

European universities and research companies frequently participate in:

Horizon 2020;

Horizon Europe;

European research consortia;

EU-funded innovation projects.

The resulting agreements may create contractual obligations relating to:

eligible expenditure;

research performance;

deliverables;

reporting;

intellectual property;

exploitation;

dissemination;

termination.

The case illustrates that parties must carefully distinguish between:

an EU administrative act

and

a contractual dispute arising from a grant agreement.

Where the dispute is contractual, the contractual jurisdiction/arbitration clause becomes critically important.

11. Case Law 8 — Engineering – Ingegneria Informatica v Commission and REA

Engineering – Ingegneria Informatica SpA v Commission and REA, Case T-222/22, judgment of 26 July 2023

This case concerned a Horizon 2020 grant agreement.

The dispute involved:

a final audit;

a debit note;

personnel costs;

bonuses;

eligibility of expenditure;

the contractual character of the relationship.

The General Court held that certain measures formed part of a purely contractual context and therefore could not simply be attacked through an action for annulment as though they were ordinary EU administrative acts. (eur-lex.europa.eu)

Importance for university technology transfer

Suppose a university consortium receives €10 million for developing a technology.

The consortium later disputes an audit finding that:

€600,000 of personnel costs were ineligible.

The question is not simply:

"Was the Commission's decision reasonable?"

The first question is:

What legal mechanism does the grant agreement provide for resolving the contractual dispute?

This is an important procedural lesson.

12. The Eight Cases — Quick Comparison

13. Main Categories of University Contract Claims

A. Claim for Unpaid Royalties

The university may allege:

"The licensee commercialised the technology but failed to pay the agreed royalty."

The university normally has to establish:

existence of the licence;

validity of the licence;

ownership/right to license;

triggering event for royalty;

calculation of royalty;

amount due;

contractual interest;

absence of contractual defence.

Typical evidence includes:

sales records;

royalty statements;

patent schedules;

invoices;

sublicensing agreements;

audit reports.

14. B. Claim for Wrongful Exploitation

A licensee might be authorised to use technology only:

"for medical imaging applications."

It then uses the technology in:

"industrial inspection."

The university may claim breach of the field-of-use restriction.

However, the clause must be interpreted under the applicable national contract law and, where relevant, EU competition law.

15. C. Claim Concerning Ownership of Foreground IP

This is one of the most important disputes in collaborative research.

Suppose:

University + Company

jointly conduct research.

The project produces a new invention.

The contract says:

"Foreground IP shall belong to the party generating the invention."

Problems immediately arise:

Who is the inventor?

What constitutes an invention?

What if both parties contributed?

What if university researchers and company engineers jointly developed it?

Who files the patent?

Who pays patent costs?

Can one party license it without the other's consent?

What happens if one party refuses to cooperate?

These matters should be addressed before the project begins.

16. D. Breach of Research Obligations

A company may pay a university to perform research.

The university promises:

specified experiments;

defined methodology;

milestones;

reports;

testing;

data production.

If the university does not perform them, the company may claim:

breach of contract.

But an important distinction exists between:

Obligation to perform research

and

Obligation to achieve a particular scientific result.

Research is inherently uncertain.

A university should generally avoid promising:

"The research will prove that the drug works."

A safer formulation is:

"The University will conduct the research using reasonable professional standards and the agreed methodology."

This distinction becomes extremely important in litigation such as Innovate Pharmaceuticals v University of Portsmouth.

17. E. Publication vs Commercial Confidentiality

Universities have a strong institutional interest in:

academic publication;

scientific freedom;

dissemination of research.

Companies, on the other hand, may need:

confidentiality;

patent filing;

trade-secret protection;

delayed publication.

This creates an inherent contractual tension.

A good research agreement therefore establishes:

publication rights;

review periods;

patent-filing delays;

confidentiality obligations;

permitted disclosures;

treatment of student theses;

treatment of conference presentations.

For example:

Researcher may publish, but company receives 60 days to review the proposed publication and request removal of confidential information or a reasonable delay for patent filing.

18. F. Breach of Confidentiality

Technology-transfer disputes frequently concern confidential information.

Examples include:

unpublished inventions;

laboratory protocols;

algorithms;

source code;

chemical formulations;

experimental data;

customer information;

manufacturing processes.

The contract should identify:

Background confidential information

Information existing before the project.

Project confidential information

Information generated during the project.

Third-party confidential information

Information received from another organisation.

The remedies may include:

injunction;

damages;

contractual penalties where permissible;

termination;

return/destruction of information.

19. G. Failure to Commercialise

Universities frequently grant exclusive licences subject to development obligations.

For example:

"Licensee shall use commercially reasonable efforts to develop and commercialise the technology."

What happens if the licensee does nothing?

The university may seek:

termination;

conversion from exclusive to non-exclusive licence;

minimum royalty;

damages;

reversion of rights.

This is especially important because an exclusive licence can prevent the university from licensing the technology to someone else.

Therefore, technology-transfer contracts should contain milestones.

Example:

Failure may trigger loss of exclusivity.

20. H. Patent Validity and Licence Claims

A technology-transfer agreement may cover patents that later turn out to be:

invalid;

revoked;

narrowed;

expired;

unenforceable.

This creates difficult contractual questions.

For example:

University licenses Patent X for €1 million + 5% royalty.

Patent X is later revoked.

Does the licensee still owe the royalty?

The answer depends on the contract, applicable national law and the relevant competition-law principles.

This is why Genentech v Hoechst is particularly important for understanding the relationship between patent rights and royalty obligations.

21. EU Competition Law and Technology Transfer

This is one of the most important areas.

A technology-transfer contract may be perfectly valid under national contract law but still raise issues under:

Article 101 TFEU.

The EU's technology-transfer framework addresses agreements under which technology rights are licensed for production.

The Commission's current 2026 technology-transfer framework specifically recognises licensing as the normal mechanism through which technology rights move from one undertaking to another. It also addresses agreements involving academic bodies and research institutes. (eur-lex.europa.eu)

Relevant restrictions can include:

price restrictions;

market allocation;

customer restrictions;

territorial restrictions;

restrictions on competing technologies;

certain exclusive licensing arrangements.

22. Technology Transfer and Academic Institutions

There is an important distinction here.

A university may not always operate like an ordinary commercial undertaking.

The legal analysis may depend upon:

whether it is acting commercially;

whether it is engaged in economic activity;

the nature of the IP;

whether the university is licensing technology;

whether the transaction involves public funding.

Current EU guidance expressly discusses situations in which the licensor is an academic body or research institute and explains how technology-transfer rules interact with such arrangements. (eur-lex.europa.eu)

23. Background IP and Foreground IP

Every university-industry agreement should clearly distinguish:

Background IP

Technology owned before the project.

Example:

University already owns Patent A.

Foreground IP

Technology generated during the project.

Example:

University and Company jointly develop Patent B.

Sideground IP

Technology developed independently during the project but related to the research.

Improvements

Later modifications or developments of existing technology.

These definitions can determine millions of euros in litigation.

24. Chain of Title

A university technology-transfer contract should establish the complete chain:

Researcher

↓

University / Research Institute

↓

Technology Transfer Office

↓

Spin-out / Licensee

↓

Commercial Product

If the chain is defective, the licence can be challenged.

This was one of the important practical issues illustrated by Oxford University Innovation v Oxford Nanoimaging.

25. Students and Visiting Researchers

A major problem in university technology transfer is that not everyone working in a laboratory is necessarily an employee.

The project may include:

professors;

employees;

PhD students;

postdoctoral researchers;

visiting professors;

interns;

contractors;

collaborators from another university.

The contract must therefore address ownership from each category.

Otherwise, a company may discover years later that:

"The person who actually created the invention never assigned the relevant rights."

That creates a chain-of-title problem.

26. Joint Ownership

Joint ownership is particularly dangerous if poorly drafted.

Suppose:

University owns 50%

and

Company owns 50%.

Questions immediately arise:

Can either party license the patent?

Can either party sell its share?

Can one party sue infringers?

Who pays patent-maintenance costs?

Can one party abandon the patent?

Can the university publish?

Can the company commercialise globally?

Therefore, "joint ownership" should never be the end of the contractual analysis.

A joint IP management agreement is normally required.

EPO technology-transfer examples specifically emphasise the importance of clear ownership arrangements for jointly generated foreground IP. (epo.org)

27. Remedies for Breach

A party to a university technology-transfer agreement may seek several remedies.

1. Damages

Compensation for contractual loss.

2. Specific performance

Court orders performance of the contractual obligation.

3. Injunction

Particularly important for:

confidential information;

patent-related obligations;

unauthorised disclosure.

4. Termination

Where there is a sufficiently serious breach or contractual termination right.

5. Royalty accounting

The licensee may be required to disclose sales and calculate unpaid royalties.

6. Restitution

Recovery of money paid where the legal basis for payment has failed.

7. Declaratory relief

Court declaration concerning:

ownership;

validity of a licence;

contractual interpretation;

rights to exploit technology.

28. Governing Law and Jurisdiction

Cross-border university technology-transfer contracts create another major issue.

Suppose:

University = Italy

Company = Germany

Patent = European patent

Product = Netherlands

Research = France

The agreement must determine:

Which law governs the contract?

and:

Which court or arbitral tribunal has jurisdiction?

This should be expressly addressed.

Possible mechanisms include:

national courts;

arbitration;

institutional arbitration;

EU jurisdiction rules;

contractual arbitration clauses.

The EU research cases such as VeriGraft and Engineering demonstrate how contractual jurisdiction can become decisive in disputes involving European research funding. (eur-lex.europa.eu)

29. Civil-Law Principles Commonly Relevant

Although national systems differ, several broad contractual concepts repeatedly appear.

A. Good faith

Parties must often exercise contractual rights consistently with good faith requirements.

B. Contractual interpretation

Courts examine:

wording;

purpose;

context;

negotiations;

commercial function.

C. Pacta sunt servanda

The basic idea that valid contracts must be performed.

D. Proportionality

Particularly relevant to termination, penalties and contractual restrictions in certain jurisdictions.

E. Duty to cooperate

Research projects require cooperation, information sharing and sometimes technical assistance.

F. Abuse of rights

A party may not necessarily be allowed to exercise a contractual right in an abusive manner.

30. A Hypothetical University Technology-Transfer Dispute

Consider:

University A, France, develops a cancer diagnostic technology.

It enters into a licence with:

Company B, Germany.

The contract provides:

exclusive European licence;

€500,000 upfront;

4% royalty;

patent costs paid by Company B;

commercialisation within 3 years;

confidentiality;

university publication rights;

French governing law;

arbitration in Paris.

After two years:

Company B has not commercialised the product.

It has not paid all royalties.

It claims the patent is invalid.

The university discovers the company has sublicensed the technology in another field.

A researcher claims that the university never owned part of the invention.

There could be five separate claims.

Claim 1 — Royalty claim

University → Company.

Claim 2 — Breach of field-of-use restriction

University → Company.

Claim 3 — Failure to commercialise

University → Company.

Claim 4 — Ownership dispute

Researcher → University / Company.

Claim 5 — Patent validity

Company → patent owner.

And if the licence contains restrictive territorial provisions:

Claim 6 — EU competition-law issue.

This illustrates why university technology-transfer litigation is inherently multi-layered.

31. Most Important Contractual Clauses

A well-drafted European university technology-transfer agreement should normally address:

1. Definitions

Precisely define technology, IP, invention, improvements, products, territory, field of use.

2. Background IP

Identify pre-existing rights.

3. Foreground IP

Determine ownership of newly created IP.

4. Inventor obligations

Require researchers and relevant contributors to execute necessary documents.

5. Patent prosecution

Determine who files, controls and pays.

6. Licence scope

Specify:

exclusive/non-exclusive;

territory;

field of use;

duration.

7. Royalties

Define:

royalty base;

rate;

deductions;

reporting;

audit;

currency;

payment date.

8. Development obligations

Set milestones.

9. Publication

Provide review and patent-protection mechanisms.

10. Confidentiality

Define protected information and exceptions.

11. Warranties

Clarify what the university actually guarantees.

12. Liability

Set reasonable and legally enforceable limits.

13. Termination

Address:

material breach;

insolvency;

failure to commercialise;

patent invalidity;

non-payment.

14. Post-termination rights

Explain what happens to:

existing products;

inventory;

sublicences;

confidential information;

patents;

improvements.

15. Governing law

Specify the applicable national law.

16. Dispute resolution

Specify court/arbitration and jurisdiction.

32. Overall Legal Framework

The relationship can be represented as:

University Research

↓

Research Agreement

↓

Invention / Software / Data / Know-how

↓

Ownership

↓

Patent / Copyright / Trade Secret

↓

Technology-Transfer Agreement

↓

Licence / Assignment / Spin-out

↓

Commercialisation

↓

Royalties / Milestones

↓

Possible Contractual Dispute

↓

National Contract Law + IP Law + EU Competition Law

33. Key Conclusions for an Examination

For an exam answer, the strongest proposition is:

University technology-transfer disputes in Europe are fundamentally contractual disputes, but the contract operates within a wider legal framework comprising national civil law, intellectual-property law, EU competition law, public research-funding rules and cross-border procedural law.

The most important issues are:

ownership of research results;

chain of title;

licensing authority;

exclusive versus non-exclusive licences;

royalty obligations;

commercialisation milestones;

confidentiality;

publication rights;

research quality and contractual liability;

termination;

joint ownership;

governing law and jurisdiction.

Six particularly useful authorities to remember

If the question specifically asks for six cases, I would prioritise:

Cyprotex Discovery Ltd v University of Sheffield [2004] EWCA Civ 380 — university research and IP ownership.

Oxford University Innovation Ltd v Oxford Nanoimaging Ltd (2022) — university licensing and ownership/chain of title.

Innovate Pharmaceuticals Ltd v University of Portsmouth [2024] EWHC 35 (TCC) — research agreement, research results and contractual liability.

Nungesser KG v Commission, Case 258/78 — exclusive technology licensing and competition law.

Windsurfing International v Commission, Case 193/83 — restrictions in patent licences and Article 101 TFEU.

Genentech Inc v Hoechst GmbH, Case C-567/16 — patent licensing and royalty obligations.

For EU-funded university research, add:

VeriGraft AB v Eismea, T-688/19 — contractual nature and jurisdiction of EU research grant disputes.

Engineering – Ingegneria Informatica v Commission and REA, T-222/22 — contractual research funding, audits and eligible costs.

The cases collectively show an important progression: first determine who owns the technology; then determine what rights the contract grants; then determine whether the contractual restriction is enforceable; and finally determine the appropriate remedy and forum. (vlex.co.uk)

Note: I have deliberately not included external website links, as requested. The English cases above are included because they are particularly direct authorities on university research/technology-transfer contracts; they should not be mistaken for judgments applying a continental civil-law code.