17865085
Description
Mind Map by oscar ortiz saenz, updated more than 1 year ago
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Created by oscar ortiz saenz
over 5 years ago
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NEGOTIATIONS
AND LICENSING
- The negotiation of licenses takes place in the
framework of the relations between business and
collaboration, as in mergers and acquisitions, joint
ventures, collaboration agreements in the field of
research, joint research and development.
- NEGOTIATING
- The process begins with
discussion on the main points that
must be agreed and usually
extends over a period of time
- It is important to avoid beginning negotiations with the
exchange of a template licence agreement as the initial
draft document, May need to meet in person at some
point in between, if discussions become too complex
toresolve certain issues on the phone.
- It is important to avoid beginning negotiations with the
exchange of a template licence agreement as the initial
draft document, May need to meet in person at some
point in between, if discussions become too complex
toresolve certain issues on the phone.
- The process begins with
discussion on the main points that
must be agreed and usually
extends over a period of time
- THE TEAM
- It is best to appoint a small team, It is unwise to
negotiate on your own, as points and issues
may arise that you are either unsure of or
misinterpret.
- Decide on who will lead the negotiations and outline the
process the team should follow in accepting or rejecting
proposals during the negotiation.
- Decide on who will lead the negotiations and outline the
process the team should follow in accepting or rejecting
proposals during the negotiation.
- It is best to appoint a small team, It is unwise to
negotiate on your own, as points and issues
may arise that you are either unsure of or
misinterpret.
- HEADS OF AGREEMENT
- The key elements that should be discussed
between the parties to establish the main
points of the agreement
- Before any exchange of agreement templates begins, it is
essential that a ‘Heads of Agreement’, It is important to be
brief and specific on the points and to avoid the
temptation to express them in legal formulations.
- oscar ortiz
- oscar ortiz
- Before any exchange of agreement templates begins, it is
essential that a ‘Heads of Agreement’, It is important to be
brief and specific on the points and to avoid the
temptation to express them in legal formulations.
- The key elements that should be discussed
between the parties to establish the main
points of the agreement
- Royalties
- This necessitates an appreciation of the operating
costs, the likely sales price and the net margin for
the product from the technology being licensed
- They are based usually on a unit, a volume or a
weight of sale – the ‘royalty base’. As seen in , the
‘25% rule’ Chapter 16 approach is used
frequently for the negotiation of a royalty.
- They are based usually on a unit, a volume or a
weight of sale – the ‘royalty base’. As seen in , the
‘25% rule’ Chapter 16 approach is used
frequently for the negotiation of a royalty.
- This necessitates an appreciation of the operating
costs, the likely sales price and the net margin for
the product from the technology being licensed
- Setting the Royalty Rate
- In setting the royalty, consideration must be
given to the end-use or application of the
product or technology.
- In setting the royalty, consideration must be
given to the end-use or application of the
product or technology.
- Resetting Minimum
Royalties
- In the event that the minimum royalty is not achieved, partners
usually build some scope into the licence agreement for
renegotiation of the minimum royalty on reasonable terms,
- In the event that the minimum royalty is not achieved, partners
usually build some scope into the licence agreement for
renegotiation of the minimum royalty on reasonable terms,
- THE TERMS
- Licence Fee (also referred to
as ‘lump sum’, ‘down
payment’ or ‘upfront fee’)
- The licence fee is intended to reflect a number of considerations:
Payment as a security or sign of intention that the licensee is committed
to commercialising the technology;A payment towards a portion of the
expenditures already committed by the licensor.
- licence fee is usually a set fee which all licensees pay, Is a payment that,typically, is
separate to royalty payments, *Cost of patents to date (or a percentage of these) or
cost of research to date (or a percentage of this);A once-off non-refundable
fee;among others.
- The licence fee is intended to reflect a number of considerations:
Payment as a security or sign of intention that the licensee is committed
to commercialising the technology;A payment towards a portion of the
expenditures already committed by the licensor.
- Licence Fee (also referred to
as ‘lump sum’, ‘down
payment’ or ‘upfront fee’)
- Minimum
Royalty
- A minimum
royalty can be
based on this
market forecast.
- It also ensures that the licensee will do what is
necessary to take it to market as early as he can, so
that the minimum royalty is covered by sales
revenues as soon as possible, A minimum royalty
may be appropriate in a situation where the
technology is at the pre-market
- It also ensures that the licensee will do what is
necessary to take it to market as early as he can, so
that the minimum royalty is covered by sales
revenues as soon as possible, A minimum royalty
may be appropriate in a situation where the
technology is at the pre-market
- A minimum
royalty can be
based on this
market forecast.
- NEGOTIATING
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