Negotiation and Licensing

Negotiation and Licensing

1. The team it is unwise to negotiate on your own

   • points and issues may arise that you are either unsure of or misinterpret
   • Decide on who will lead the negotiations and outline the process
   • follow in accepting or rejecting proposals during the negotiation
   • Include break-out time to review and discuss points in private

2. THE TERMS

   • is a payment
   • royalty payments
   • For a proven technology or product
   • opportunity being offered to the licensee

3. Setting the Royalty Rate

   • For stand-alone products or processes
     • base the royalty on the sales price of the product
   • For compound products or processes
     • base the royalty on the percentage contribution

4. Resetting Minimum

   • licence agreement for renegotiation of the minimum royalty on reasonable
   • but cancellation of the licence is an option

5. HEADS OF AGREEMENT

   • is discussed and that agreement is reached on each of the important
   • aspects of the planned interaction, be it a research collaboration

6. Heads of Agreement – Licence

   • Parties
   • Start date
   • Duration
   • Nature of licensed IP

7. Exclusivity

   • Application
   • Territory
   • Liability
   • Warranty on licensed patents
     • Ownership of IP
     • Ownership of improvements
     • Infringement (who takes action to sue)
     • Termination
     • Choice of law

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