Recently, the “2026 Medical and Health Institution Technical Manager Training” was successfully held online, jointly organized by the National Technology Transfer Talent Training Base (Beijing), the National Torch Science and Technology Innovation College (Zhongguancun), the Beijing Science and Technology Achievement Transformation Service Center, and the Beijing Medical and Health Technology Promotion Center, and co organized by the Beijing Technology Market Association and Zhongguancun Innovation Training Institute.

On the morning of April 30th, Lawyer Tang Huadong, a partner of Beijing Zhide Law Firm, was invited to attend the training and gave a 3-hour special lecture on “Legal Risk Prevention of Technical Contracts and Achievement Transformation in Medical and Health Institutions”.

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Event Background

At present, China’s medical and health technology innovation has entered a golden period of development, with the continuous release of national policy dividends, rapid improvement of hospital research capabilities, and the formation of five driving forces: clinical data, patent achievements, doctors’ enthusiasm for innovation and entrepreneurship, social capital, and professional incubation institutions. The transformation of medical achievements has entered an explosive stage. However, at the same time, a large number of high-quality medical research projects are still stuck in the face of four major obstacles: unclear ownership, contract loopholes, unreasonable transaction structures, and out of control cooperation processes. Conversion efficiency and risk prevention capabilities have become key bottlenecks restricting the development of the industry.

To accurately solve industry pain points, Lawyer Tang Huadong systematically sorted out the legal points and risk traps of the entire process of medical achievement transformation from core dimensions such as transformation path, ownership definition, contract risk control, data compliance, and capital perspective. Using real cases, practical mnemonics, and practical tools, he presented a professional and practical legal practice feast for the trainees.

During the three hour lecture, Lawyer Tang Huadong did not explain legal provisions sporadically, but instead built a complete knowledge system. At the beginning of the course, he posed six core questions to the students that run through the entire process of transforming achievements:

What is the most common conversion path for hospital achievements?

Which clauses in a technical contract are the easiest to fall into?

Who exactly owns the research achievements of doctors?

What are the red lines for medical data collaboration?

How do enterprises and investors view hospital projects?

How do technical managers drive transactions?

With these core issues in mind, this informative sharing has officially begun.

2.1 Core Logic of Medical Achievement Transformation: Coexistence of Advantages and Pain Points

Lawyer Tang pointed out that hospitals have become the core battlefield of medical innovation due to four unique advantages: the most authentic clinical needs, doctors facing patients every day, and the best understanding of unmet medical pain points; The disease resources are most concentrated, and valuable resources such as disease types, samples, and follow-up are mastered; Experts and talents are the most concentrated, gathering top medical experts and interdisciplinary research teams; The most abundant data samples, with massive and high-quality clinical data, are the “gold mines” for AI research and real-world studies.

Based on these advantages, the current hot track for hospital achievement transformation mainly focuses on five directions: innovative drugs, high-end medical equipment, in vitro diagnostic reagents, AI medical software and digital tools, and modernization and inheritance innovation of traditional Chinese medicine.

However, advantage does not equate to victory. Lawyer Tang, based on years of service experience, pointed out that many projects are not due to poor technology, but rather due to inadequate “translation” – logical consistency in the context of scientific research, but difficulty in crossing the gap between industry and capital markets. The core value of a technology manager is to act as a “translator” and bridge the “semantic gap” between scientific research achievements and industrial implementation.

Specifically, the five major pain points include:

One issue is unclear technical expression. Unable to depart from a purely scientific research perspective, it is difficult to articulate the core commercial value of the project using industry language and investment logic.

Secondly, the business path is ambiguous. Lack of systematic thinking on product form, target market, customer profile, and sustainable profit models.

The third issue is unclear ownership of intellectual property rights. The vague definition between job-related inventions and personal achievements can easily lead to subsequent legal disputes and conflicts of interest.

The fourth issue is the unreasonable design of the contract mechanism. Lack of professional consideration in cooperation terms can easily lead to the breakdown of cooperation midway or damage to the core interests of the hospital.

The fifth is the single way of connecting with enterprises. Lack of standardized project packaging capabilities, relying solely on scattered channels for point-to-point docking, resulting in extremely low conversion efficiency.

Among the five major pain points mentioned above, ‘unreasonable design of contract mechanism’ is particularly critical. The technology contract is the core legal carrier for the transformation of achievements – how to allocate funds for cooperation, who owns the achievements, and who is responsible for any problems, all written in one contract. The contract is well written, and the cooperation is smooth sailing; If the contract is not written properly, it can lead to minor disputes and serious lawsuits. Therefore, understanding the underlying logic of technology contracts is a compulsory course for technology managers.

2.2 The underlying logic of technology contracts

During the meeting, Lawyer Tang Huadong provided a detailed interpretation of the core definition and types of technology contracts;

According to Article 843 of the Civil Code of the People’s Republic of China, a technology contract is a contract that establishes the rights and obligations of the parties involved in the development, transfer, licensing, consulting, or service of technology.

The five most common types of contracts in medical institutions include: joint research and development agreements, commissioned research and development agreements, technology licensing agreements, achievement transfer agreements, and clinical cooperation agreements.

He emphasized that the core reason why technology contracts are difficult to sign is that they deal with “future value” – ordinary sales contracts involve “payment and delivery”, while technology contracts deal with invisible and intangible future possibilities such as research and development achievements and patent authorizations. The success, registration, and monetization of technology are full of uncertainty when signing contracts. This also determines that technology contracts have five major characteristics: the transaction subject is intangible assets, the success or failure of technology is unknown, information asymmetry, valuation difficulties, and long performance cycles. So, at which stages is a technology contract most prone to problems? Based on a large number of real cases, Lawyer Tang has summarized five high-frequency “pitfalls”.

2.3 Technical Contract Five Avoidance Guidelines

Pit 1: Unclear description of the subject matter – from vague description to list based delivery.

Many contracts vaguely state the transfer of a certain medical technology, without defining the boundaries of the technology and lacking quantitative standards, which can easily lead to disputes over whether the delivery has been completed. Lawyer Tang Huadong suggests that the correct approach is to deliver in a list format, specifying core contents such as patent assets (patent number and legal status), technical secrets (separately listing Know how list), data and code (format, quantity, version), entities and documents (prototype model, SOP version number), etc.

Pit 2: Unclear ownership of achievements – joint research and development is the most prone to disputes.

The core controversy revolves around four aspects: who owns the new patent, who owns the application right, who owns the improved technology, and who owns the software copyright and data. Especially in AI collaboration and clinical collaboration, the division of ownership, usage rights, and management rights of data has become a controversial focus.

Pit 3: Payment node design error – Refusing one-time payment and adopting a combination payment system.

Many hospitals will agree to “pay all payments in one lump sum after signing the contract”, which is too risky for enterprises and lacks constraints on subsequent development for hospitals. Lawyer Tang Huadong suggests adopting a combination model of “contract payment+milestone payment+minimum guarantee commission+sales commission”, which not only guarantees the hospital’s revenue but also provides financial support for the enterprise.

Pit 4: Vague acceptance criteria – Reject subjective statements and follow the SMART principle.

Many contracts contain vague expressions such as “reaching advanced levels” and “meeting the requirements of Party A”, which can easily lead to disagreements. The correct approach is to follow the SMART principle: specific (such as completing animal experiments), measurable (such as model sensitivity ≥ 95%), achievable (such as stable operation of the prototype for 30 days without failure), relevant (such as completing registration application materials), and time limited (specifying the specific completion date).

Pit Five: Giving Exclusive Rights Too Early – Beware of Achievements Being ‘Frozen’.

Enterprises often demand “national exclusivity,” “permanent exclusivity,” and “full domain exclusivity.” Without constraints, it is easy for enterprises to shelve their achievements after obtaining exclusive rights, unable to generate value, and also deprive hospitals of opportunities to cooperate with more powerful partners. Lawyer Tang Huadong proposed the design concept of a secure exclusive clause: setting clear conditions for maintaining exclusive rights, such as “the enterprise must initiate research and development within 6 months and complete key milestones within 12 months, otherwise the hospital has the right to convert to non exclusive or terminate the contract”.

In addition, Lawyer Tang Huadong has sorted out the three common dominant clauses in corporate cooperation texts and provided targeted response strategies to help hospitals take the initiative in negotiations.

2.4 Three Overlord Terms and Cracking Strategies

Overlord clause one: All improvement results belong to the enterprise. The common expression is’ all improvement results formed during and after the cooperation belong to Party B (enterprise) ‘, which can lead to the hospital losing its sustainable source of income and undermine the enthusiasm of the research team. Suggested countermeasures: Clearly define that the improvement parts based on the hospital’s core achievements are shared by both parties in proportion, distinguish between in-hospital clinical improvements and enterprise commercialization improvements, and at least retain the hospital’s priority negotiation or revenue sharing rights.

Overlord Clause 2: Unlimited Transfer Authorization. The common expression is’ Party B has the right to license any third party to use it without further notice to Party A ‘, which may cause the hospital to lose control over technology, brand, and data, resulting in value dilution. Suggested countermeasures: Establish a “written consent right” to restrict the qualifications of the authorized parties and agree on the sharing of the benefits of the authorization transfer.

Overlord clause three: full liability on the hospital. The common expression is’ If a third party claims infringement, Party A (hospital) shall bear full responsibility and compensation ‘, which violates the principle of fairness and transfers unlimited risks to the hospital. Suggested countermeasures: Set a liability limit, truthfully disclose known technical risks, establish a joint litigation mechanism, and reasonably share risks and costs.

At the same time, Lawyer Tang Huadong provided three major steps for hospitals to take the initiative in negotiations: firstly, the project should be packaged first, and professional materials such as project introduction, patent list, and data summary should be prepared to enhance the bargaining chip with professionalism; Secondly, multiple institutions are in parallel contact to create a favorable competitive environment; The third is to use competition to form bargaining power and avoid exclusive negotiations leading to passive acceptance of low prices.

There are three high-frequency legal issues that need to be clarified in the transformation of achievements: ownership definition, data compliance, and achievement ownership.

2.5 Definition of Ownership, Data Compliance, and Analysis of Results Ownership Issues

2.5.1 Definition of ownership: job achievements vs personal achievements, the boundary cannot be blurred

The common misconception among many doctors and researchers is that ‘inventor ≠ rights holder’. Lawyer Tang Huadong clearly pointed out that inventors are individuals who have made creative contributions to technical solutions, and only enjoy the right of attribution and the right to receive rewards, without direct property rights; And the right holder is the owner of the patent application right and patent right, usually hospitals in service inventions.
He elaborated on the core criteria for judging job performance: whether to execute unit tasks, whether to primarily utilize unit material and technical conditions, and whether it is related to job responsibilities. In the hospital setting, the following situations may be recognized as job achievements: using hospital laboratories to complete experiments, relying on hospital instruments and equipment to complete research and development, jointly participated by department teams, using hospital case data for analysis, conducting research and development within the scope of job responsibilities, formed with the support of hospital project funds, and achievements related to the original unit’s tasks completed within one year after resignation.

2.5.2 Data Compliance: Medical data cannot be used arbitrarily

The core assets of a hospital are not only patents, but also valuable resources such as clinical data, follow-up data, imaging data, and pathological data. However, medical data involves patient privacy and sensitive information, and it is strictly prohibited to trade it directly as ordinary goods. Lawyer Tang Huadong emphasized that the core of medical data cooperation is “compliance”, and four red lines must be upheld: unauthorized use, excessive collection, sensitive information leakage, illegal cross-border transmission, and illegal secondary commercialization.
He combined real cases to deconstruct four issues that must be clearly written in medical data cooperation: first, data scope, clarifying data types, time intervals, department scope, and de identification standards; The second is the purpose of use, strictly limited to specific scientific research, algorithm development, etc., and strictly prohibited from using beyond the scope; The third is storage and expiration date, specifying the storage location, retention period, and data destruction or return mechanism after the task is completed; The fourth aspect is achievements and benefits, with a clear definition of intellectual property ownership and commercial revenue sharing models.

Regarding the common “rhetoric” in AI company cooperation, Lawyer Tang Huadong reminds attendees that when faced with statements such as “only anonymous data,” “just algorithm training,” and “building a platform for hospitals for free,” they must ask the core question: where does the data ultimately flow to? Who has access? Who owns the trained AI model? How to distribute commercial profits? Avoid falling into compliance traps.

2.5.3 Achievement attribution: Multi party cooperation must be agreed upon in advance
In the cooperation of medical AI and other projects, it usually involves multiple parties such as medical institutions, technology companies, medical experts, and third-party organizations, and the ownership of the results is prone to disputes. Lawyer Tang Huadong emphasized that the ownership of the results must be clearly stipulated in the contract. If it is not agreed in advance, disputes may arise among the parties due to differences in contribution recognition.

He introduced four common attribution modes in AI collaboration for participants’ reference: firstly, company owned, hospital exclusive usage rights (applicable to lightweight collaboration where the company leads research and development and the hospital only provides basic data); The second is joint ownership (applicable to deep integration between both parties and sharing of rights and interests according to investment ratio); Thirdly, it is divided by field (applicable to compound cooperation of multiple departments and diseases); The fourth is the sharing of basic models and scenarios (the general basic model belongs to the technology company, and the application results after scene fine-tuning are shared by both parties).

In addition, Lawyer Tang Huadong also reminded that “free cooperation is often the most expensive”. Many companies promise to “deploy systems for free and hospitals provide data”, which may seem like hospitals have zero costs, but in fact hospitals have paid implicit costs such as core data resources, brand endorsement, scenario verification, and expert intelligence. It is necessary to clarify the value and equity return of these implicit costs in the cooperation agreement.

2.5 Capital perspective and trading ideas to assist in the implementation of results

（1） During the training, Lawyer Tang Huadong interpreted the five core reasons why capital pays attention to hospital projects from the perspective of investors: clear clinical needs, high technical barriers, scarce doctor resources, unique data resources, and sustained policy support. When investors evaluate a project, they usually look at five things first: whether the project truly solves pain points, whether the technology can be industrialized, whether the ownership is clean, whether the team is stable, and whether the business path is clear.

He focused on analyzing the differences in perspectives between hospitals and investors: hospitals focus on “past research and development costs” and believe that “years of scientific research achievements are valuable”; And investors focus on “future commercialization risks” and pay attention to “investing a lot of money and time in the future”. This difference also determines the practical method of hospital outcome valuation, among which “phased milestone pricing” is the most pragmatic choice – binding the total payment amount to key nodes such as project development, clinical validation, and approval for listing, balancing risk and return.

（2） Regarding the issue of many collaborations being stuck in the board of directors, Lawyer Tang Huadong analyzed common concerns within the company: early technology, complex hospital processes, excessive exclusive conditions, inability to bind core doctors, and long commercialization cycles. Based on this, he proposed the optimal transaction strategy for the hospital project: first, small cooperative verification to establish trust; Further expand authorization and deepen integration; Further capital cooperation and deep binding; Ultimately achieving long-term strategic binding and jointly building a medical ecosystem.

At the same time, he introduced three core paths for cooperation between hospitals and enterprises for project selection at different stages: firstly, technology licensing (applicable to mature projects, hospitals retain core intellectual property rights, and authorize enterprises to industrialize); The second is joint research and development (applicable to projects that require improvement, with both parties sharing risks and benefits); The third is to establish a joint venture platform company (suitable for deep cooperation with multiple pipelines and long-term incubation).

（3） Technical managers are the core drivers of the transformation of medical achievements. Lawyer Tang Huadong has clarified the core positioning of technical managers – not as “messengers”, but as people who discover value, organize resources, drive transactions, and control risks. He provided the annual KPI recommendations for technical managers, as well as the seven step plan for project implementation: finding projects, screening, finding buyers, packaging, negotiating structures, signing contracts, managing implementation, and systematically promoting project lifecycle management.

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summary

At the end of the sharing, Lawyer Tang Huadong summarized the content and provided targeted suggestions. He emphasized that the transformation logic of hospitals in the data age has shifted from “looking at patents in the past” to “patents+data+scenarios+experts now”, and the future winners will be institutions that can convert compliance resources into commercial value.

 

The essence of transforming medical achievements is to truly benefit patients through scientific research and technology; The essence of technology contracts is to ensure long-term stability and sustainability of cooperation. In the future, Tang Huadong’s legal team will rely on Zhide Law Firm and Zhizhongde Ben to continue to deeply cultivate the field of medical and health intellectual property and achievement transformation. With patent layout, compliance review, dispute resolution, and investment and financing support for the entire legal service chain, they will provide professional and efficient legal support for medical and health institutions, scientific research teams, pharmaceutical enterprises, and investment institutions, help to efficiently transform medical innovation achievements, and promote the high-quality development of China’s medical and health industry and health industry.

 

Tang Huadong, Partner of Zhide Law Firm

PhD in Biochemistry and Molecular Biology from Tsinghua University, Master of Law from China University of Political Science and Law, and Visiting Scholar at the University of Notre Dame in the United States. With over ten years of practical experience in the fields of technology and legal services, we provide professional and efficient technical and legal support for intellectual property protection, investment and financing mergers and acquisitions, IPO restructuring, dispute resolution, and government compliance in the healthcare industry. Before joining Zhide, lawyer Tang Huadong had worked in China Patent Agency (Hong Kong) Co., Ltd. and King&Wood Law Firm for many years, and had been engaged in patent examination in the China National Intellectual Property Administration for a long time and obtained the senior title of associate researcher.

 

Lawyer Tang Huadong is a member of the Pharmaceutical Professional Committee of the China Patent Protection Association, a member of the Patent Law Committee of the Beijing Bar Association, a member of the Tsinghua Health China Alumni Association, a member of the Intellectual Property Subcommittee of the World Federation of Chinese Medicine Societies, and a member of the South South Cooperation Promotion Association of the Ministry of Foreign Affairs. He has been awarded the title of “The A-list Legal Elite” by the internationally renowned legal media CBLJ, and has been recognized by the international authoritative legal rating agency Chambers for its intellectual property business ranking in 2026.
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