• Lists the major issues expected to arise in the negotiations.

• Shared ahead of time indicating the outcome that the proposing party hopes to achieve.

• Include the needs and wants (ie the must-have terms and the desired ones) of each party.

• Technology: The Patent Rights and Know How defined below...

• Patent Rights: Rights under the patents and⁄or patent applications listed in Exhibit A...

• Know How: Any information, data, process, method, or know how that is developed by {inventor}

• License: {Exclusive⁄Non-exclusive} license to Company, subject to any rights of the U.S. Government, to make, use sell, offer to sell and import products and processes, under the Patent Rights and Know How within the Field of Use. The term of the license

• Field of Use: {description of field of use, and excluded field of use}
• Territory: {US, or worldwide, or specific countries}

• Effective Date: {provide date of signing of License Agreement or specific date for License Agreement to start}

• Sublicense Rights: Company shall have the right to grant sublicenses under the Agreement within the Field of Use and Territory, provided...

• Government Rights: {Federal funding for research?}

• Payment:
• License Fee: Company shall pay...
• Royalties: Royalty payable on...
• Annual Fees: Annual license maintenance fees to be paid by Company...
• Milestone Payments: The following milestone payments shall be payable...

• Who will buy the technology?
• Will the purchasers be producers or consumers?
• What does the buyer of the technology want?
• What characteristics, qualities, or capabilities of the technology are valuable to the buyer?
• Why would a party choose to license or purchase a technology?
• Where are potential users of the technology located? In which markets?
• When can you sell the technology to buyers?
• Is the technology so new that the market is not yet receptive to it?
• What is the business reason for this license?
• What leverage do you have?
• What is the time frame for signing the license agreement?
• What data and documents do you or the other party need?
• Who is on the negotiating team?
• What are your positions on the key issues of the license?
• Will you need preliminary agreements?
• Agreement terms (L17 & L18)