Business negotiation Flashcards
Types of IP
Background
Foreground
Background:
Rights existing prior to execution
After execution when developed or licensed by a party independently
Foreground IP:
Rights arising out of the license agreement
Types of ownership
Sole ownership by one party Joint ownership Ownership by use Ownership by investors Ownership by territory
Confidentiality agreement
CDA
Structure of payments
Upfront payment Milestones payments Royalties Stock purchase Development cost
Reasons for termination
Due dilligence change of strategies the parties are unable ro reach agreement One of the parties partners One of the parties is acquired
Interest of founders
Getting capital
Getting outside expertise and contacts
build successful firm
Retain some control and operational freedom
Interest of venture founders
Maximise financial returns control governance minimize risk maintain the option maintain reputation handle assymetry
What is exclusive license agreement
The licensor is not allowed to utilize or grant rights to other parties under the same intellectual property rights within the field and territory of the license
What is development and commercialisation obligations
Refers to the development commitments that the licensee takes on in the agreement, and the level of effort to further develop the IP, etc.
What are the interests of competing products for licensee and licensor
Licensee: Would like to be able to develop competing products to mitigate risk of all eggs in one basket.
Licensor do not want to have competing products. Free termination becomes imporant for licensee if no competing products
What does field specialisation refers to?
Licensor setting strict guidlines for what field the agreement can be used to. If not restricted it can be used for all intellectual property rights
What does territory refer to
If bounded by a geogrpahical area
What is co-promotion:
Co-promotion:
Put together two companies sales teams to promote product under same brand and price.
What is co-marketing:
Allows two or more companies to promote product under different brand names.
In interest, rights and power, what are each:
Focus on interests means trying to learn each other’s underlying needs and find ways to reconcile in agreement.
Necessry for mutually beneficial and integrative negotiation.
Rights: Trying to dispute via standard of fairness, contract or law.
Oftens leads to distributive agreements, or compromise without any integrative gains.
Power: Force each person to make concessions.
Leads to distributive outcome and also chance of revenge and relationship damage.
