Group 3 - Angie Alzate
Angie Gonzalez
Created on November 15, 2022
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Transcript
Valuation and Negotiation of Technology - Stage 4 Comprehend IT negotiations
Group 3: License options, Option term on license, Right of first refusal, Scope of license, Exclusivity
STAGE 4 COMPREHEND IT NEGOTIATIONS Presented by: Angie Dahianna Alzate Code: 1088025236 VALUATION AND NEGOTIATION OF TECHNOLOGY Group: 212032_121 Presented to: JUAN CARLOS AMEZQUITANATIONAL OPEN AND DISTANCE UNIVERSITY - UNAD INDUSTRIAL ENGINEERINGNoviembre 20, 2022
Exclusivity
Scope of license
Right of first refusal
Option term on license
License options
INDEX
LNon-exclusive license: the holder of the technology retains the right to exploit the technology itself and may grant all licenses it deems appropriate. the technology itself and may grant all licenses it deems appropriate.
Single license: both the licensee and the licensor are entitled to exploit the results. the results, however, the technology holder may not license the technology to others. licenses to others.
Exclusive license: full rights are granted to the licensee, whereby the technology the holder of the technology may neither license it to others nor exploit it himself. himself.
Temporary licenses: They are used in those cases in which the company wants to validate the technology before making the decision to acquire it. This type of contract is characterized because it stipulates the time period in which the technology will be tested and the time period given to the company to decide whether or not to execute the license. They also contain the conditions under which the technology may be acquired by the company.
License options
License agreement between two companies The duration of the license agreement is linked to the patent rights. The license agreement in a given country will end when the patent rights in that country expire. An exclusivity clause is included whereby the licensing company: May not exploit the product that is the subject matter of the Patent/ Utility Model. It may exploit the Patent/Utility Model by itself or through the granting of sublicenses. The Licensee Company develops modifications and improvements to the patent: Holder Licensor Company, such rights being included within the present license agreement. Ownership shared between both companies. The licensee company will grant the licensor a non-exclusive license, free of charge.
License between public research entity and company A license is granted on the Patent/Utility Model Rights to: Develop, use and commercialize the product in the territory and field of application, and manufacture and contract the manufacture of the product to a third party, provided that the third party agrees not to manufacture it for any other entity. The duration of the contract is linked to the patent rights. The license agreement in a given country will terminate when the patent rights in that country expire.
Formal Contracts of intent are contracts that are concluded in accordance with the will of the parties, provided that there is some kind of benefit, and the implementation of these contracts does not require any formalities, such as the use of certain terms.
Bilateral Contracts have been divided into bilateral and unilateral contracts depending on whether two parties or only one party is involved. In bilateral contracts there are reciprocal obligations for both parties, while in unilateral contracts there is only a commitment for one of the parties.
Promissory contract:This contract results purely in the commitment and legal obligation of one of the parties.
Option term on license
If the persons of the partners are not perfectly fungible (as is the case in a listed company with dispersed capital), who the owner is affects the value of the shares, of all the shares, because it affects the value of the company. It makes sense for the partners in a closed corporation, where there is reciprocal selection of the contracting parties (intuitu personae), to include a right of first refusal. The most likely result of its inclusion in the bylaws is that the person interested in acquiring will have to negotiate with all the partners and not only with one of them.
the right of first refusal reduces the value of the shares because it discourages bids for them, but since they are voluntarily included in company contracts, it must be assumed that this decrease in value is more than offset by the increase in value they generate.
the existence of a right of first refusal will deter potential buyers, especially in the case of items such as stocks or shares that do not have a market price and therefore require the buyer to invest in information about the company that the shares represent. No one grants a right of first refusal on an asset they own without receiving something in return because they know that it decreases the likelihood of a third party incurring such investments and bidding for the asset.
Right of first refusal
Right of first refusal
preemptive or preferential acquisition rights are usually granted within the framework of a more complex contractual relationship between the parties, such as in the case of corporations or limited liability companies in which the parties reciprocally grant each other the right of first refusal and, therefore, all are obligated and beneficiaries of the preference, or as in the case of real estate leases where the law itself grants a right of first refusal to the lessee in the event that the lessor wants to sell the real estate.
Depending on the scope of the exploitation rights granted, licenses may be full or absolute and restricted. Restricted licenses may be limited in different respects: as regards the object they consist of, be it an The restricted licenses may be limited in different aspects: in terms of the subject matter, be it an invention, a model or other; in terms of time, they end before the right in question; in terms of territory, when they are granted for a specific geographical area, and in terms of limiting the amount of production.
These clauses refer to the nature of the license agreement, industrial property title data, exclusivity or non-exclusivity of the license and territorial scope. The license granted may be for educational, research or commercial purposes; in the latter case, the products or processes that the licensee may manufacture and commercialize are detailed. The license agreement may cover not only the patent already granted but also the patent application itself.Duration the license may be extended for the entire legal life of the patent, or may be reduced to a shorter period of time.
Nature and scope
Scope of license
Exclusivity clauses are restrictive conditions that are agreed upon with respect to third parties within a contractual framework by a patent owner and a licensee of the same. This generates a dominant market position on the part of the licensee towards its other suppliers, creating a kind of monopoly, in which it dictates the price of the product or sets the standard for the quantity of product offered.
EXCLUSIVITY CLAUSE (only in license between two companies) - May not exploit the product that is the object of the Patent/Utility Model. - May exploit the Patent/Utility Model by itself or through the concession of sublicenses.