Negotiation and Licensing

Negotiation and Licensing

1. Objective

   • Achieve a result
     • Clarity in giving and receiving
     • Mutual agreement
     • Satisfact a necessity

2. THE TEAM

   • Designate a team
     • Minimum two people
     • Different points of view
   • Decide on who will drive
     • Talks
     • Scheme of the process
     • Accept proposals
     • Reject proposals
     • Make the final decision
   • Have time to decide

3. NEGOTIATING

   • Informal
   • More than one meeting
   • An agreement must be completed
   • An agreement must be signed
   • Steps
     • Discussion
     • Information exchange
     • Exchange of ideas
     • introduction of a draft agreement
     • Agreement of main points
     • Exchanged for signature by both parties
     • Define terms and conditions
   • Is based
     • Negotiations with the guidelines
     • Reach an agreement
     • Contract
       • Terms of exchange specified for the bargain
       • Something of value exchanged
       • Mutual exchange

4. THE TERMS

   • Licence Fee
   • Royalties
   • Setting the Royalty Rate
   • Minimum Royalty
   • Resetting Minimum Royalties

5. HEADS OF AGREEMENT

   • Heads of Agreement – Licence
     • Parties
     • Start date
     • Duration
     • Nature of licensed IP (patent, copyright, know-how, etc.)
     • Work schedule
     • Costs
     • Lump sum/royalties (minimum royalties)
     • Payment schedule
     • Licence option
     • Option term on licence
     • Right of first refusal
     • Scope of licence
       • Exclusive licence
       • Sole licence
       • Non-exclusive licence
       • Option (exclusive or non-exclusive)
     • Exclusivity
       • Application
       • Territory
       • Duration
   • Heads of Agreement – Licence
     • Liability
     • Warranty on licensed patents
     • Ownership of IP
     • Ownership of improvements
     • Infringement (who takes action to sue)
     • Termination
     • Choice of law
     • Dispute resolution

6. PRESENTED BY

   • JUAN LEONARDO ACUÑA HERNÁNDEZ
   • GROUP: 212032_12