IP Licensing & Assignment

Licensing agreements — trademark, patent, copyright, or know-how — can be exclusive (a single licensee, more valuable but more restrictive for the licensor) or non-exclusive (multiple licensees, more revenue but more competition). Key provisions include the grant of rights, territory, field of use, term, royalty structure, minimum royalties, quality control, confidentiality, indemnity, and termination.

Royalty structures vary by industry: software often charges per-user or percentage-of-revenue fees, pharmaceutical licensing typically runs 10-15% of net sales, and trademark franchising commonly runs 3-8% of franchisee revenue — appropriate rates depend on IP strength, exclusivity, and the licensee’s margins.

IP assignment transfers ownership outright and is central to M&A. A well-drafted assignment clearly identifies the assets, confirms the assignor’s ownership and authority, addresses treatment of future improvements, and includes representations, warranties, and indemnities protecting the assignee against invalidity or third-party claims.

What We Offer

IP licensing agreement drafting covering trademark, patent, copyright, and trade secret licenses

Negotiation and term sheets for licensing transactions balancing both parties’ interests

IP assignment and purchase agreements for M&A transactions and IP monetisation

Registration and transfer of IP rights with relevant authorities following licensing or assignment

Royalty audit provisions and enforcement to ensure licensees comply with payment obligations

Who this applies to: IP-rich companies monetising patents, trademarks, or copyrights through licensing; technology companies licensing software or know-how internationally; pharmaceutical firms licensing discoveries to manufacturers; brand owners operating franchising models; acquirers requiring IP assignment documentation.

Common questions

IP Licensing & Assignment FAQs

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Exclusive licenses grant one licensee sole rights and command higher royalties given the market exclusivity; non-exclusive licenses let the licensor generate revenue from multiple licensees. The right choice depends on the IP’s market potential and the licensee’s willingness to invest.

Ranges vary widely by industry and exclusivity — roughly 2-8% of net sales for patents, 3-6% of franchisee revenue for trademarks, and per-user or revenue-percentage fees for software — always benchmarked against comparable licensing precedent.

Ownership, validity, authority to assign, absence of third-party rights or infringement, and absence of encumbrances — strong representations and indemnities protect the assignee against post-closing discovery of problems.

Product/service specifications, inspection rights, approval of marketing materials, training requirements, complaint handling, and termination for quality failures — without these, a careless licensee can damage the brand across every location.

All material patents, trademarks, copyrights, domain names, trade secrets, incoming licenses, employee-created IP, and any related pending litigation — a thorough IP due diligence review should identify these assets and risks before closing.

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