We are pleased to invite you to the first in a series of seminars designed for life sciences organisations. This event is free of charge and is hosted by our specialist life sciences team. The aim of the seminar is to help you in negotiations of patent and know-how licences and collaborations through a discussion of the key areas in those agreements.
Speakers include members of our specialist life sciences team, Alison Dennis, Neil Foster, Julian Hitchcock, David Knight and Beatriz San Martin. The key negotiating points that we will focus on will include:
Deal structure:
- Outlicensing and its alternatives
- Mixing collaboration and equity deals
Identifying the licensed IP:
- Patent claims
- Know-how
- Physical and "cerebral" transfer of IP
- Future joint developments
- Other "improvements"
Field of Use Restrictions:
- Practical examples of definitions used
Royalty payments:
- Clear definition and structure: avoiding ambiguity
- Payment on what products?
- Payments relating to IPRs
- Royalty stacking provisions
Practical commitments:
- the level of "endeavours"
- capping liabilities
- level of reliance of each party on the other, and reducing the risks
Warranties and Indemnities:
- What does it mean to give an indemnity?
- When should indemnities be used?
- Careful use of indemnities in relation to intellectual property rights
- Relationship between warranties and indemnities
Termination Events:
- Defining "failure" or "breach" at various stages and consequences
- Provisions in anticipation of insolvency of licensor
- Description of insolvency events
- Change of control clause
- Including restrictions on assignment