Intellectual Property Licensing: An Advanced Level Drafting Workshop

  • 7 hours
  • 1 day
  • 09 July 2019


This one-day practical workshop provides training and hands-on practise in drafting intellectual property (IP) licence agreements.

It's aimed at those who have some experience of drafting and negotiating IP-related agreements and want to take their skills to an advanced level.

You'll learn about the detailed commercial, legal and practice issues that frequently arise when drafting agreements, and how to take account of these issues in the drafting.

Examples of wording from a licence agreement will be referred to throughout the day.

This course is run by the Institute of Brand and Innovation Law (IBIL), based in the UCL Faculty of Laws.

Course content

Topics covered by the workshop will include:

  • 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
  • Warranties, liability and indemnities: understanding the risks and market practice; getting instructions; thinking through the complexities and drafting with simplicity; avoiding turgid ‘standard’ wording
  • 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
  • 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.
  • Termination: commencement and expiry; rights of termination; consequences of termination
  • Law and jurisdiction: choices in international IP agreements, including law, jurisdiction, arbitration, mediation, etc - which is best?

Who this course is for

This workshop is for IP practitioners who are familiar with contract law, IP law and the basic principles of contract drafting.

Before attending this course you should have at least two years’ day-to-day experience of drafting IP-related agreements and have attended other courses on the subject.

This course is designed to complement these other courses:

Preparation for the course

Although not essential, you may find it helpful to read the following practitioner texts as preparation for the workshop:

  • Technology Transfer, Mark Anderson (3rd edition, Bloomsbury Professional, 2010) – includes discussion of licence agreements from perspective of English law
  • Drafting Patent License Agreements, Brunsvold et al (7th edition, Bloomberg BNA, 2012) – excellent US text

Learning outcomes

By the end of this course you should:

  • have a better understanding of some of the nuances of drafting in IP licence agreements, including the detailed terms of grant clauses, payment terms, risk allocation and performance obligations
  • be better equipped to draft and negotiate IP licence agreements

Cost and concessions

The standard fee is £600.

Discounts are available for:

  • booking early (21 days before the start of the course)
  • UCL Alumni
  • UCL Institute of Brand and Innovation Law sponsoring firms
  • group bookings

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Course team

Mark Anderson

Mark is a practising solicitor, who is recommended in Chambers Directory for both life science transactions and IP. He's 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's a Certified Licensing Professional (a qualification established by the Licensing Executives Society (US and Canada)) and a Registered Technology Transfer Professional.

He's 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, Intellectual Property Transactions: Law and Practice, which is run by UCL’s Institute of Brand and Innovation Law. This course has won two awards: a Law Society Excellence Award (Highly Commended) in the Learning and Development category, and a UCL Provost’s Teaching Award.

Course information last modified: 13 Mar 2019, 10:24