Technology Management Module: Licensing and Negotiation

Course Outline

Introduction / Scope of Topic – Reaching and Documenting a Deal

• Two mostly tactical dimensions of the whole picture of deal making – Contrast this with the other strategic dimension: Should you license? What should you license? To whom should you license it? How much should you charge?
• Compare and contrast various early-stage approaches: Material Transfer Agreements / Pilot or Feasibility Studies / Options / Rights of First Negotiation / Rights of First Refusal / Auctions
  
• Reference to the book 3D Negotiation – Powerful Tools to Change the Game in Your Most Important Deals (Lax and Sebenius)

Anatomy of a Collaboration / Licensing Agreement
Analogy to the human body - Many moving, interdependent parts. Although there are relatively few principal systems, making it all work as a whole requires the creation or resolution of scores or even hundreds of detailed, subsidiary components.
The major body parts:

• Head = Definitions
• Heart = Grant Clause
• Stomach / GI Tract = Financial Provisions
• Sensory Organs = Committees / Reporting
• Lungs = Diligence Provisions
• Liver / Kidneys = Dispute Resolution
• Immune / Lymph System = Patent Infringement
• Reproductive Organs = Term / Termination
• Trauma = Liabilities and Indemnities
• Extremities = “Boilerplate” / Miscellaneous
• Skeleton = Forms and Formatting

Drafting and Negotiating the Agreement
Roles of licensing lawyers – working with lawyers

• Negotiating Tactics and Styles – Can you plan a negotiation? More like a street fight than a prize fight
• Sparring prior to punching hard or saying “Uncle.”
• “My Way or the Highway.” Positional vs. Principled Negotiation.
• Horse Trading and Packaging Issues. Meeting them in the Middle (finding the edges of the ZOPA; evaluating your BATNA and assessing their BATNA).
• “Letting them have it your way.” Giving them the sleeves off your vest. Reference book Getting to Yes.
• Zeal, Ethics, Candor, and Emotions. Should you draft the first draft? Make the first offer? Which side is in more of a hurry? How fast do you turn the drafts? Redlining. Pointing out their errors; your errors. Emotions as emotions and as tools.