Fractional Corporate Counsel / Senior Contracts Attorney (CDMO)

Job Description

Job Description

As a Contracts Counsel, you will serve as the primary legal partner driving the drafting, review, and supporting negotiation of the company’s commercial and operational agreements. Operating directly within the CDMO environment, you will bridge the gap between business objectives, complex manufacturing capabilities, and legal risk management. This role requires an intuitive understanding of life sciences transactions, intellectual property allocation, and the regulatory frameworks governing current Good Manufacturing Practices (cGMP). 

Key Responsibilities: Commercial Contract Drafting & Negotiation

• Master Services Agreements (MSAs) & Statements of Work (SOWs): Structure, draft, and support negotiation of complex MSAs and project-specific SOWs for drug discovery, process development, analytical testing, and clinical/commercial cGMP manufacturing. 

• IP Allocation & Protection: Navigate intricate intellectual property boundaries. Draft clear terms differentiating client Background IP, CDMO Background IP/Know-How, and Foreground IP generated during development or manufacturing. 

• Operational Risk Allocation: Standardize and negotiate provisions regarding tech transfer success metrics, process-level commitments (vs. outcome guarantees), batch failure definitions, remedies, and limitations of liability. 

• Ancillary Agreements: Author and manage Non-Disclosure Agreements (NDAs), Material Transfer Agreements (MTAs), vendor agreements, capital equipment leases, and service contracts. 

Key Responsibilities: Cross-Functional Alignment & Quality Governance

• Quality Agreement (QAA) Alignment: Partner closely with Quality Assurance and Regulatory teams to ensure that commercial contract terms perfectly align with corresponding Quality Agreements, specifically resolving any conflicts regarding batch disposition, deviations, and audit rights. 

• Capacity & Tech Transfer Protection: Draft and enforce robust capacity reservation fees, cancellation/delay penalties, and raw material procurement obligations to protect the plant's operational schedule and cash flow. 

• Internal Advisory: Provide clear, actionable legal advice to executive leadership, Business Development (BD), and project management teams regarding contractual obligations, risk exposure, and dispute resolution. 

Key Responsibilities: Compliance & Contract Management

• Regulatory Watch: Ensure all agreements comply with relevant healthcare regulations, data integrity standards (ALCOA-plus), and advanced therapy classifications (such as ATMPs). 

• Process Optimization: Maintain and continuously update corporate contract templates, playbook guidelines, and fallback positions to streamline the sales cycle. 

• Contract Lifecycle Management: Monitor active agreements for key milestones, renewals, price adjustments (e.g., inflation escalation clauses), and termination timelines. 

Qualifications & Skills: Core Competencies

• Business Acumen: Ability to balance legal risk mitigation with the commercial urgency of a fast-paced sales and manufacturing cycle. 

• Communication: Exceptional drafting precision and the ability to translate dense legal language into plain English for technical and operational teams. 

• Collaborative Mindset: Comfort working at the intersection of Business Development, Quality, Finance, and Plant Operations. 

Qualifications & Skills: Required Education & Credentials

• Juris Doctor (JD) degree from an accredited law school.   

• Active, good-standing license to practice law in the relevant state jurisdiction (or eligible for immediate registration as In-House Counsel). 

Qualifications & Skills: Experience

• Minimum 3–6 years of experience practicing law, with a heavy emphasis on commercial contracts within the life sciences CDMO industry. 

• Proven track record of negotiating complex service or supply agreements from the service-provider/vendor perspective (highly preferred) or the sponsor perspective. 

Qualifications & Skills: Technical & Specialized Knowledge

• Deep understanding of the functional difference between a traditional CMO contract (supply-focused) and a CDMO contract (hybrid development, process optimization, and supply). 

• Strong working knowledge of intellectual property law as it applies to bioprocesses, platform technologies, and derivative improvements. 

• Familiarity with cGMP manufacturing regulations, FDA inspection profiles, and the chemistry, manufacturing, and controls (CMC) project lifecycle. 

About GeneFab 

GeneFab is a contract manufacturing and synthetic biology biofoundry focused on cell and gene therapies. GeneFab was formed in 2023 with a vision to combine industry leading expertise in synthetic biology with advanced cGMP capabilities in order to accelerate the development and commercialization of genetic medicines. GeneFab offers its customers an extensive technology platform and know-how that spans early stage product design, technical development, and cGMP compliant production. GeneFab's technology platform includes bioinformatic-guided discovery of cell type promoters, directed evolution of small molecule-regulated gene switches, and the engineering of highly sensitive kill switches for enhanced safety and control of cellular therapies.

We are committed to an inclusive and diverse GeneFab. We believe that different perspectives lead to better ideas, and better ideas allow us to better understand the needs and interests of our diverse GeneFab team. We welcome people of different backgrounds, experiences, abilities, and perspectives and are an equal opportunity employer.

We may use artificial intelligence (AI) tools to support parts of the hiring process, such as reviewing applications, analyzing resumes, or assessing responses. These tools assist our recruitment team but do not replace human judgment. Final hiring decisions are ultimately made by humans. If you would like more information about how your data is processed, please contact us.