NEGOTIATIONS AND LICENSING

NEGOTIATIONS AND LICENSING

1. The purpose of any licensing negotiations is for both sides to identify clearly what each wants from the commercial arrangement they intend entering into.

2. THE 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.
   • To conclude terms, he must be convinced that the deal is right for his organisation.
   • Ultimately, your management board probably makes the final decision

3. NEGOTIATING

   • The process of negotiation is frequently informal
   • More usually, the parties meet several times to discuss the technology.
   • Es importante evitar iniciar negociaciones con el intercambio de un acuerdo de licencia de plantilla.
   • The contract must fulfil three essential elements. There must be:
     • Terms of exchange specified for the bargain
     • Mutual exchange.
     • Something of value exchanged

4. THE TERMS

   • Licence Fee
   • Royalties
   • Setting the Royalty Rate
   • Minimum Royalty
   • Resetting Minimum Royalties
   • is a payment that, typically, is separate to royalty payments

5. HEADS OF AGREEMENT

   • 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
   • Exclusivity
   • Liability
   • Warranty on licensed patents
   • Ownership of IP
   • Ownership of improvements
   • Infringement (who takes action to sue):
   • Dispute resolution
   • Choice of law:
   • Termination

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