Licensing

The commercial exploitation of a product is the desired end-result of research and development programs. Companies are often faced with a choice of licensing options strategies. We regularly represent both licensors and licensees in the initial development of optimal licensing strategies, through to the negotiation of the letter of intent or memorandum of understanding with prospective partners, and finally in the drafting, negotiation and closing of the final licensing agreement. We provide advice on the commercial aspects of these licensing arrangements, intellectual property protection, as well as the industry-specific regulatory issues. Matters on which we have advised include:

• Appropriate royalty payment structures, termination and change of control consequences
• Intellectual property aspects, such as scope of the field, allocation of responsibility for patent prosecution, maintenance and enforcement, and invalidity or infringement issues
• Risk allocation including representations, warranties, covenants and indemnities for product recalls, product liability and maintenance of regulatory approvals
• Equity purchase agreements as a component of licensing
• Research collaboration, options on improvements and future inventions, cross-licensing and sub-licensee rights