Some premises and commentary
Legal principles
Enforcement of licensed patents
Express agreements : nonexclusive licenses, nonassertion agreements, and exclusive licenses
Specific types of licenses
Intellectual property licenses and the Uniform Commercial Code
Implied licenses
Patent exhaustion
Issues in license agreement negotiation
The opening part of the agreement
Definitions
The granting clause ; elements of the grant ; definition of licensed subject matter
Reservations and improvements
Royalties, reports, and payments
RAND principles
United States tax issues relating to transfers of patents and know-how
Protection for a nonexclusive licensee
Transferability of rights and obligations of license agreements
Representations, warranties and negation of implications
Indemnification and liability insurance
Licensing of pending patent applications
Alternative dispute resolution
Common provisions of consequence
Term and termination of the agreement
Execution of agreements : problems of authority and proof
Bankruptcy law considerations
Validity and construction of patents
Settlement of patent litigation
Confidential disclosure agreements
Agreements concerning the sale or other transfer of unpatented technological values
Collaboration agreements
Cross-border licensing issues
Export laws and regulations of the United States
University and government licensing
Selected competition law issues.