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Patent Licensing Negotiation

An inventor or company with a patented technology engages in negotiations with another entity interested in licensing the patent for commercial use, discussing terms, royalties, and scope of the license.

Dialogue

Listen and follow along with the conversation

1
Licensor Representative (Male)
Good morning, Sarah. Thanks for coming. As you know, we're very interested in exploring a licensing agreement for your AI-powered diagnostic platform.
2
Potential Licensee (Female)
Good morning, Mark. It's a pleasure to be here. We believe our platform holds significant potential for your market segment, especially with its accuracy rates.
3
Licensor Representative (Male)
Indeed. We've been impressed. Let's discuss the core terms. Firstly, regarding the scope of the license, are you envisioning an exclusive or non-exclusive arrangement?
4
Potential Licensee (Female)
Ideally, we'd prefer an exclusive license for the North American market, at least for the initial term, to really commit our resources to its market penetration. However, we're open to discussing a non-exclusive model if the royalty structure reflects it.
5
Licensor Representative (Male)
An exclusive license for North America is a significant ask. That would naturally impact the upfront fee and royalty percentage. What are you thinking in terms of royalty rates for a non-exclusive deal?
6
Potential Licensee (Female)
For a non-exclusive arrangement, we were considering a tiered royalty structure, perhaps starting at 3% for the first $10 million in sales, graduating to 2% beyond that. And a one-time upfront payment of $500,000.
7
Licensor Representative (Male)
That's an interesting proposal. The tiered approach is something we can explore. However, the upfront payment is a bit lower than we anticipated for a technology of this caliber. We were thinking closer to $1 million, given the development costs and proven efficacy.
8
Potential Licensee (Female)
We understand your position. Perhaps we could meet in the middle on the upfront fee, say $750,000, and then revisit the royalty tiers at a slightly higher base, perhaps 3.5% for the first tier? This would reflect our confidence in scaling your technology.
9
Licensor Representative (Male)
That's a point of negotiation we can work with. Let's also clarify the term of the license. Are you looking for a five-year initial term with renewal options?
10
Potential Licensee (Female)
Exactly, a five-year initial term with an automatic renewal clause contingent on meeting certain performance milestones. We want to ensure a long-term partnership.
11
Licensor Representative (Male)
Good. This gives us a solid foundation for the draft agreement. My team will incorporate these points and send over a term sheet by the end of the week for your review.
12
Potential Licensee (Female)
Perfect. We look forward to reviewing it. Thank you for your time, Mark.

Vocabulary

Essential words and phrases from the dialogue

licensing agreement

A legal contract that allows one party to use another's patented invention or technology for a fee, common in business deals like this negotiation.

exclusive

Meaning only one person or company has the right to use something, like a patent, which gives them full control in a specific area.

non-exclusive

Allowing multiple parties to use the same patent or technology, which is less restrictive but may mean lower fees.

royalty

A percentage of sales paid to the patent owner for using their invention, often discussed in licensing talks to share profits.

upfront fee

An initial payment made at the start of an agreement, before any sales begin, to cover development costs.

tiered structure

A system where rates or fees change based on levels, like higher percentages for lower sales volumes, used in royalty deals.

milestone

A key achievement or goal that must be met, such as sales targets, which can trigger renewals in contracts.

term sheet

A document summarizing the main terms of a deal before the full contract is written, used to outline negotiations clearly.

Key Sentences

Important phrases to remember and practice

We're very interested in exploring a licensing agreement for your AI-powered diagnostic platform.

This sentence politely expresses interest in a business opportunity using 'exploring' to suggest discussion. It's useful in negotiations to start positively; note the gerund 'exploring' after 'in' for ongoing actions.

Firstly, regarding the scope of the license, are you envisioning an exclusive or non-exclusive arrangement?

This asks about key terms clearly, using 'regarding' for 'about' and 'envisioning' for imagining a plan. Great for business talks to clarify options; it's a yes/no question with alternatives.

Ideally, we'd prefer an exclusive license for the North American market, at least for the initial term.

Here, 'ideally' softens a strong preference, and 'we'd prefer' is conditional for suggestions. Useful in negotiations to state wants without demanding; 'at least' shows flexibility.

That would naturally impact the upfront fee and royalty percentage.

This explains consequences logically with 'naturally impact' meaning 'of course affect.' Helpful for justifying positions in talks; uses simple present for general truths.

For a non-exclusive arrangement, we were considering a tiered royalty structure.

This proposes an idea using past continuous 'were considering' to show thought process. Practical for suggesting terms; introduces specifics like 'tiered' for structured deals.

Perhaps we could meet in the middle on the upfront fee.

A common compromise phrase with 'perhaps' for politeness and 'meet in the middle' meaning find a halfway point. Essential in negotiations to suggest balance; modal 'could' softens the request.

This gives us a solid foundation for the draft agreement.

This summarizes progress positively with 'solid foundation' as a metaphor for strong base. Useful at meeting ends; present simple 'gives' for current benefit.

We look forward to reviewing it.

A professional closing expressing anticipation with 'look forward to' plus gerund. Common in business emails or talks to end positively; shows eagerness without pressure.