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Intl Technol Licensng Agreemn (LAW-736-001)
Erauw, Johan Achiel
Meets 6/3/2013 - 6/13/2013
This course examines transactions granting the right to use intellectual property rights and their assignment in cross-border business dealings. The course will very briefly explore the general legal aspects of international agreements and build awareness for issues of international jurisdiction and arbitration and for issues of international intellectual property law. Prof Erauw quickly moves on to contracts relating to the exploitation or the transfer of intellectual property rights. Examples of brand-licensing and of authors’ copyright agreements will be given. The main focus will be a detailed analysis of the transfer of technology in patent licensing agreements and assignments of patents. Several types of early-phase understandings or short contracts are described that prepare for the license or transfer: heads of agreement, contracts to negotiate or option agreements et al. Then the license to use with all its clauses is analyzed. The course gives ample attention to problems of strategy, valuation and negotiation. We focus on legal rules of a mandatory nature that under several national legislations intervene to regulate this field, such as antitrust rules. The last class is built around a negotiation exercise in which students argue and draft mock clauses such as the grant clause and payment clause; and possibly on warranties & representations; innovations; options to expand; liabilities and termination. A student may more easily understand and appreciate issues treated, if (s)he has previously acquired (some) basic knowledge of elements of protection under IPR or patenting in particular; or of issues under conflict-of-laws and international dispute resolution. All those will however not be studied in detail; nor is it strictly necessary to know in advance IP-law in detail or to know conflict-of-laws or international procedure. This course can stand alone and may show how further specialization is useful. All-in-all this course is a practical reflection on issues of drafting in the particular field. Debate in class is encouraged and guidance will be provided in understanding also those related issues (and references are given for further reading).
Textbooks and Other Materials
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First Class Readings
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