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Licensing and negotiation
Most tech transfer professionals meet their first term sheet the same way. It arrives by email late in the week, it’s four pages long, and it’s written by someone who has done this a hundred times before. The instinct is to read it end to end and worry about all of it equally. That’s the wrong instinct.
A term sheet describes a deal before it describes the terms. Before you get into royalty percentages, work out what kind of arrangement is actually being proposed. Is this an exclusive licence or a non-exclusive one. Is it field-limited or across every application. Does it run for the life of the patent or for a fixed period. Those four answers tell you more about the value of the deal than any single number in the document.
Plenty of standard language reads as aggressive when you first meet it. Indemnity provisions, audit rights and confidentiality carve-outs all fall into this category. They’re usually negotiable at the margins and rarely worth burning goodwill over.
The fastest deal and the right deal are almost never the same deal.
If the partner has no obligation to commercialise, your technology can sit on a shelf for a decade while the exclusivity runs. Milestones, minimum spend or minimum royalties all solve this. Pick one.
If it doesn’t work out, the IP needs a clean route back to the university. Make sure the exit is written before you need it.
A term sheet is a description of a relationship, not just a set of numbers.
Give yourself a week. Read it once for shape, once for detail and once with someone who has done it before. If you don’t have that person in your office, find them somewhere else. An hour of senior input at this stage is worth more than any amount of redlining later.
If you’re weighing up a live deal, our licensing strategy and negotiation pathway exists for exactly this.
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