NEGOTIATIONS AND LICENSING

NEGOTIATIONS AND LICENSING

1. LICENSING

   • In Law, a license is a contract whereby a person receives from another the right to use, copy, distribute, study and modify several of their assets, usually of a non-tangible or intellectual nature, and may be given in exchange of the payment of an amount determined by their use
   • PURPOSES
     • Objectives of the license. Importance of concluding what are the best terms of the agreement. Most favorable deals in each negotiation. Accounting and tax considerations. The benefits of the company that owns the intellectual property.

2. NEGOTIATIONS

   • TEAM
     • Cooperation climate The essence of group work is cooperation. Visualization of common goals. Teams are created to achieve common goals. Participatory Attitude Open communication Mutual recognition. Security on the subject to be discussed Leadership. Creativity in the face of conflict.
   • NEGOTIATING
     • FEATURES
       • Preparation Discussion Clarification of goals. Negotiate towards a Win-Win outcome Agreement Implementation of a course of action
     • PROCESS
       • TERMS
         • LICENCE FEE
           • A licensing fee can be an amount of money paid by an individual or business to a government agency for the privilege of performing a certain service or engaging in a specific line of business
           • A once-off non-refundable fee A number of fees paid on reaching agreed milestones Cost of research to date A lump sum to cover the costs of negotiating and drafting the agreement. The transfer ofthe technology and the required training and consulting .
             • Considerations
               • Payment as a at the licensee is committed to commercialising the technology. Recognition of access to strong IP of the copyright . May not be reproduced in any form without permission from the publisher, except fair uses permitted. Recognition on the part of the licensee investment itself. A payment towards a portion of the expenditures already committed by the licensor.
         • ROYALTIES
           • The ‘25% rule’ approach is used for the negotiation of a royalty. the likely sales price and the net margin for the product from the technology being licensed,compare known royalty rates for similar products in similar markets.
           • Minimum Royalty
             • Minimum royalties are fees which are paid in order to let the license stay in place when the sale of products does not reach the minimum brink.
           • Son tarifas que se pagan para permitir que la licencia permanezca en su lugar cuando la venta de productos no alcanza el límite mínimo.
       • VALUE EXCHANGE
         • Involves understanding consumer's social values not just in terms of product´s competitive attributes such as price, quality o performance.
       • MUTUAL EXCHANGE
         • is an agreement between two parties in which each side agrees to fulfill his or her side of the bargain
   • Objectives can resolve points of difference, gain advantages for one person or group, design results to meet various interests, improve current situations, resolve conflicts

3. HEADS OF AGREEMENT

   • Parties
   • Start date
   • Duration
   • Nature of licensed IP
   • Costs
   • Work schedule
   • Lump sum/royalties
   • Payment schedule
   • Licence option
   • Option term on licence
   • Right of first refusal
   • Exclusivity
   • Liability
   • Warranty on licensed patents
   • Ownership of IP
   • Ownership of improvements
   • Infringement
   • Termination
   • Choice of law
   • Dispute resolution

4. DIEGO ROBAYO

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