Drafting Royalty Clauses

About the Course: This session provides an in-depth review of the unexpected consequences of including some 30 royalty clauses in licensing agreements. Mr. Verbraeken illuminates dozens of terms used in license agreements by discussing case studies and citing recent court decisions. Even licensing veterans will gain practical royalty drafting tips when listening to this webinar. If you don’t know the answers to questions such as these, you really should listen to this webinar: Who bears the risk of incidents occurring between the time of purchase order and payment? How can one draft around the exhaustion theory? Where do the anti-trusts risks lie when conducting royalty audits at competitors? What is the difference between the terms “annually revisable” and “annually revised”? How seriously should negotiators take late payment penalty clauses? What are the risks of patent annulment triggering clawbacks of previously paid royalties? How is the computation of royalty rates affected when the licensee sells through sales agents and/or distributors? What terms must be included in the definition of the royalty base so as to avoid drastic underpayment by the licensee? What kinds of taxes could be triggered by technology transfer? What are the differences in how the European Union and the USA view extending the duration of the royalty payments beyond the duration of the patent? How does “royalty revision” differ from “royalty indexation”? To what extent are royalty obligations transferable? How feasible is it to seek royalties on negative know-how? What are excessive royalties and what are their consequences? Course Leader: Erik Verbraeken, Associate Director of the Business Law and Contracts Division, IFP Energies nouvelles IFP Energies nouvelles is an international research and training center, aimed at developing the technologies and materials of the future in the fields of energy, transport and the environment. Besides his position in IFP Energies nouvelles, Erik is contract manager and legal counsel for various subsidiary companies of IFP Energies nouvelles, i.e. IFP Technologies Canada Inc. (oil & gas exploration and production), IFP Services (project management and assistance for the construction and modernization of R&D centers), RSI (supply of process simulation solutions and services) and Poweltec (improvement of field/well production by the use of polymers). In addition, Erik provides courses on European Business Law at the University of Paris (Rene Descartes). Erik is currently a Vice-Chair of the European Committee of LESI, and a Board Member of LES France. Erik is also a member of the Patent & Technology Committee and the Chemicals, Energy, Environment & Materials Committee of LESI. Erik is of Netherlands nationality but since 1992 lived in Paris, France. Erik graduated from the University of Groningen (Netherlands) and has a post-graduate degree in European law from the College of Europe in Bruges.
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