Licensing Procedures & Policies Flashcards
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Read the first 7 Licensing Procedures & Policies flashcards as text
When a licensee wants to sublicense rights to a third party, what must typically be present in the original license agreement?
Answer: An explicit provision granting sublicensing authority
Sublicensing rights must be expressly granted in the original license agreement because they are not implied by default.
In a field-of-use restriction, the licensee is limited to using the licensed technology in:
Answer: A specific defined application or market segment
Field-of-use restrictions confine the licensee's exploitation of the technology to a specifically defined application or industry sector.
What is the primary purpose of a license audit clause?
Answer: To verify that royalty payments are accurately calculated and paid
Audit clauses give the licensor the right to inspect the licensee's books to confirm royalties are correctly reported and paid.
A 'most-favored licensee' clause ensures that:
Answer: The licensee receives the lowest royalty rate the licensor offers any other party for comparable rights
A most-favored licensee clause contractually guarantees the licensee terms no less favorable than those offered to any comparable licensee.
Which document is typically executed FIRST when two parties begin exploring a licensing relationship?
Answer: Non-disclosure agreement (NDA)
An NDA is signed first to protect confidential information shared during preliminary due diligence and negotiations.
What does 'patent exhaustion' mean in the context of licensing?
Answer: Once a patented product is sold, the patent holder cannot control resale of that item
Patent exhaustion (first sale doctrine) holds that a patent holder's rights in a specific item are exhausted upon authorized sale, limiting downstream control.
When drafting a grant-back clause, a licensor typically seeks to:
Answer: Obtain rights to improvements the licensee makes to the licensed technology
Grant-back clauses require licensees to license back to the licensor any improvements developed using the original licensed technology.