NEGOTIATIONS AND LICENSING

The agreement
1. to achieve an outcome
2. what it is giving
3. what is receiving
4. each party is content with the final deal reached
5. Heads
  1. Parties
  2. Start date
  3. Duration
  4. Nature of licensed IP
  5. Work schedule
  6. Costs
  7. Payment schedule
  8. Lump sum/royalties
  9. Licence option
  10. Option term on licence
  11. Right of first refusal
  12. Scope of licence
    1. Exclusive
    2. Sole
    3. Non-exclusive
    4. Option
  13. Exclusivity
    1. Application
    2. Territory
    3. Duration
  14. Liability
  15. Warranty on licensed patents
  16. Ownership of IP
  17. Ownership of improvements
  18. Infringement
  19. Termination
  20. Choice of law
  21. Dispute resolution
The team will need
1. who lead the negotiations
2. the process when accepting or rejecting proposals
3. break-out time to discuss points in private
4. seek clarification from your management board
Negotiating: Process
1. discussion on the main points
2. introduction of a draft agreement
3. draft document is agreed and exchanged
  1. 1. Terms of exchange specified for the bargain
    2. Something of value exchanged
    3. Mutual exchange
1. Licence Fee
  1. A once-off non-refundable fee
  2. A number of fees paid on reaching agreed milestones
  3. A fee paid on signing of the licence agreement, but deductible against the first payments
  4. Cost of patents to date or cost of research to date
  5. A lump sum to cover the costs required after the transfer
2. Royalties
  1. operating costs
  2. likely sales price
  3. net margin for the product
  4. 1. For stand-alone products or processes, base on the sales price
    2. For compound products or processes
      1. base on a percentage of the premium achieved by the manufacturer
      2. base on the percentage contribution
    3. a precise cash amount per unit/volume/ weight sold
    4. a percentage of the profit
    5. A sliding scale with a high initial royalty falling to a lower rate on increased sales

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NEGOTIATIONS AND LICENSING

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	Created by Sonia Castañeda about 5 years ago