NEGOTIATIONS AND LICENSING

NEGOTIATIONS AND LICENSING

1. Achieve an outcome

   • Where each party
     • Clear on what it is giving and receiving
     • Content with the final deal reached

2. The Team

   • Appoint a small team to address points as
   • Decide on who will lead the negotiations and outline the process the team should follow in accepting or rejecting proposals during the negotiation
   • Include break-out time to review and discuss points in private
   • The person leading the team must understand the corporate issues and the limits beyond which he cannot negotiate

3. Negotiating

   • • Main points that must be agreed
       • Introduction of a draft agreement
         • Exchanged for signature by both parties
       • Specific terms and conditions
       • Parties then enter into a formal contractual agreement
         • Terms of exchange specified for the bargain
         • Something of value exchanged
         • Mutual exchange
     • e-mail exchange of documents
     • Taking the form of conference calls

4. The terms

   • License Free
     • Once-off non-refundable fee
     • Number of fees paid on reaching agreed milestones
     • Fee paid on signing
     • Cost of patents to date
       • Cost of research to date
     • A lump sum to cover the costs of negotiating and drafting the agreement
       • Transfer of the technology
       • Required training and consulting support
   • Royalties
     • Consideration must be given to the end-use or application of the product or technology
       • For stand-alone products or processes
         • Sales price of the product
       • For compound products or processes
         • Percentage contribution of the licensed technology to the total manufacturing cost of the final product
       • For compound products or processes
         • Percentage of the premium achieved by the manufacturer

5. Heads of agreement

   • The registered legal name and location of the parties
   • Start date of license
   • Agree the appropriate term
   • Nature of licensed IP
     • Patent
     • know-how
     • copyright
   • Lump sum/royalties (minimum royalties)
     • Payment schedule
   • Licence option
     • Option term on licence
   • Right of first refusal

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