IP Licensing: An Advanced-Level Drafting Workshop - February 2018

The Institute of Brand and Innovation Law was established in 2007 to reflect UCL’s strategy of expanding its activity in the field of intellectual property law. IBIL is based in the UCL Faculty of Laws and its Director is The Rt Hon Professor Sir Robin Jacob who was appointed to the Sir Hugh Laddie Chair in IP Law in 2011.IBIL is sponsored by:Mishcon de Reya;8 New Square;and Bristows LLP; Carpmaels & Ransford LLP; Clifford Chance LLP; Freshfield Bruckhaus Deringer LLP; Gowling WLG (UK) LLP; Mayer Brown LLP; Powell Gilbert LLP; Simmons & Simmons LLP; and Trevisan CounzoFor information about the Institute please see their website at:http://www.ucl.ac.uk/laws/ibil

UCL Institute of Brand and Innovation Law (IBIL)

Intellectual Property Licensing: An Advanced-Level Drafting Workshop
CPD One-Day Seminar on Tuesday 20 February 2018 
 About this Course The terms of intellectual property (IP) licence agreements are sometimes lengthy and complex. There are many points of drafting detail whose importance is not always obvious. For example, fine-tuning the wording of terms such as a net-sales definition or a royalty-stacking clause can significantly affect the financial return that the agreement brings. Drafting and negotiating IP licence agreements requires a special set of skills and knowledge. This practical workshop will provide training and “hands-on” experience in the drafting of IP licence agreements. It is intended for people who already have at least two years’ day-to-day experience of drafting and negotiating IP-related agreements, and who wish to take their skills to an advanced level. 
Specific topics to be considered in the workshop will include:
<UL>
<LI>The grant clause and associated definitions: which IP, which licensed acts, which field and territory, how much exclusivity; is sublicensing allowed; licence or covenant not to sue; improvements; grant-backs; competition law issues; achieving clarity and accuracy, avoiding circularity and other pitfalls.</LI>
<LI>Warranties, liability and indemnities: understanding the risks and market practice; getting instructions; thinking through the complexities and drafting with simplicity; avoiding turgid ‘standard’ wording.</LI>
<LI>Payment terms: upfront and milestone payments; other fees; royalties on net sales, net receipts or profits; avoiding arithmetic ambiguities; royalty-stacking clauses; withholding tax terms; VAT, interest, and other standard payment terms; auditing and reports; most favoured licensee terms</LI>
<LI>Performance obligations: minimum sales, minimum performance, etc; general obligations of ‘best efforts’, etc; resolving disputes over performance; consequences of non-performance, including termination, loss of exclusivity, changing commercial terms.</LI>
<LI>Termination: commencement and expiry; rights of termination; consequences of termination</LI>
<LI>Law and jurisdiction: choices in international IP agreements, including law, jurisdiction, arbitration, mediation, etc; which is best?</LI>
</UL>
 Who should attend? This workshop is designed for principally for IP practitioners who are familiar with contract law, IP law and the basic principles of contract drafting, and would like to increase their knowledge, and practise their drafting skills, with other experienced practitioners. Attenders will have at least two years’ day-to-day experience of drafting IP-related agreements, and will probably have attended courses on the subject, prior to attending the workshop.  This course is designed to be complementary to:
<UL>
<LI>The University College London 5-day practitioner course, Intellectual Property Transactions: Law and Practice</LI>
<LI>Our 1-day course on Drafting ‘Legal’ Clauses in Commercial Contracts</LI>
<LI>Our 1-day course on Contract Drafting: an Advanced-Level Workshop</LI>
</UL>
This course focuses on the detailed commercial, legal and practice issues that frequently arise when drafting IP licence agreements, and on how to take account of these issues in the drafting.  We will be referring to examples of wording from a licence agreement throughout the day. 
 Preparation for the course Although not essential, attenders may find it helpful to read the following practitioner texts as preparation for the workshop:
<UL>
<LI>Technology Transfer, Mark Anderson (3rd edition, Bloomsbury Professional, 2010) – includes discussion of licence agreements from perspective of English law</LI>
<LI>Drafting Patent License Agreements, Brunsvold et al (7th edn, Bloomberg BNA, 2012) - excellent US text</LI>
</UL>
 Comments from previous attenders of this course:
<UL>
<LI>I am very pleased that I attended.  I will recommend this to my colleagues.</LI>
<LI>Very good detailed explanation and presentation. Excellent hand-outs.</LI>
<LI>Great discussions of technical and commercial issues – normally glossed over by other courses on the subject</LI>
</UL>
 Course Schedule 
09:00 Registration 09:30 Introduction 09:45 Licence scope and related issues 11:00 Refreshments break 11:15 Warranties, liability and indemnities 12:00 Practical exercises; discussion of answers 12:45 Lunch 13:45 Payment terms 14:45 Performance obligations 15:15 Refreshments break 15:30 Duration, termination, and consequences of termination Law and jurisdiction Other terms 16:30 Group discussion: finding a workable compromise on contentious clauses 17:00 Course ends
 Presenter's credentials The course has been designed, and will be run, by Mark Anderson.  His credentials are:
<UL>
<LI>Solicitor: He is a practising solicitor, who is recommended in Chambers Directory for both life science transactions and IP.  He is recommended in the international guide, IAM Patent 1000, as a leading UK lawyer in the field of IP licensing.  His blog on IP contracts, IP Draughts, was made a member of the Blawg100 by the American Bar Association in 2012.  He is a Certified Licensing Professional (a qualification established by the Licensing Executives Society (US and Canada)) and a Registered Technology Transfer Professional.</LI>
<LI>Trainer: He has run CPD courses on IP and contract subjects since the 1990s. He is a visiting lecturer at the UCL Faculty of Laws, and is the course director of a 5-day course, <A HREF="http://www.laws.ucl.ac.uk/event/ip-transactions-law-practice/" TARGET="_blank" TITLE="IP Transactions Course" DATA-MSYS-CLICKTRACK="0" REL="nofollow noopener noreferrer">Intellectual Property Transactions: Law and Practice</A>, which is run by UCL’s Institute of Brand and Innovation Law. This course has won two awards: (1) a Law Society Excellence Award (Highly Commended) in the Learning and Development category, and (2) a UCL Provost’s Teaching Award.</LI>
</UL>
<UL>
<LI>Author: He is the author or co-author of 7 practitioner texts on IP and contract drafting subjects, published by OUP, LexisNexis, Bloomsbury and Law Society Publishing. These include:
<UL>
<LI>Technology Transfer (3rd edn, Bloomsbury, 2010). ‘All practitioners who deal with technology transfer arrangements in England and Wales should own a copy of this work.’ (Journal of E-commerce, Technology and Communications)</LI>
<LI>Drafting and Negotiating Commercial Contracts (3nd edn, Bloomsbury, 2010). ‘It is one of the best, if not the best, texts on the principles of commercial drafting... The material is extremely well written and accessible.’ (Student Law Journal).</LI>
<LI>Execution of Documents (2nd edn, Law Society, 2008). ‘This is, for a highly technical law book, a riveting read. Keep it on your shelves and you'll be confident that you will have the answer to most issues about how to make a legal document work.’ (New Law Journal)</LI>
<LI>A-Z Guide to Boilerplate and Commercial Clauses (3nd edn, Bloomsbury, 2010). ‘An extremely useful reference work, the book will be of great benefit to in-house counsel drafting commercial contracts’ (the In-House Lawyer). ‘[The book] is very useful and I hope that it will reach a wider audience.’ (His Honour Humphrey Lloyd QC, The International Construction Law Review).</LI>
</UL>
</LI>
</UL>
<UL>
<LI>Drafter: He and his colleagues have drafted hundreds of precedents for commercial contracts, including IP contracts, which have been published by OUP, LexisNexis and others.</LI>
</UL>
 If you have any queries about this course please contact Lisa Penfold at the UCL Faculty of Laws by emailing lisa.penfold@ucl.ac.uk

UCL Laws (Room 103)

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