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Archive for April, 2009

On a weekly basis I receive John Mauldin’s -” Outside the Box” update.  This is excellent commentary on the market, business and life.   Recently, a friend and I attended a Joh Mauldin sponsored investment seminar and we found it to be interesting, intriguing and we met some outstanding international guest speakers.

John was Chief Executive Officer of the American Bureau of Economic Research, Inc., a publisher of newsletters and books on various investment topics, from 1982 to 1987. He was one of the founders of Adopting Children Together Inc., the largest adoption support group in Texas. He currently serves on the board of directors of The International Reconciliation Coalition and the International Children’s Relief Fund. He is also a member of the Knights of Malta, and has served on the Executive Committee of the Republican Party of Texas.

He is a frequent contributor to numerous publications, and guest on TV and radio shows as well as quoted widely in the press.

John is the President of Millennium Wave Advisors, LLC (MWA) which is an investment advisory firm registered in multiple states. John Mauldin is President of Millennium Wave Securities, LLC a FINRA registered broker-dealer. MWS is also a Commodity Pool Operator (CPO) and a Commodity Trading Advisor (CTA) registered with the CFTC, as well as an Introducing Broker (IB).

For those seeking personal and business references, pictures of his family or further information, we would refer you to the Gallery section of his website;  www.johnmauldin.com and you can also email him at johnmauldin@investorsinsight.com

From John Mauldin – ” Outside the Box “

This week we will look at two shorter essays for this edition of Outside the Box. The first is some thoughtful words by Tom Au on whether or not we have put in a true bottom for the market. I particularly want you to read his thoughts on what earnings will look like going forward, and whether we can get back to the highs in corporate earnings we saw in 2006.

Tom is the executive vice-president of R. W. Wentworth, a contributor to Real Money at www.thestreet.com and the author of “A Modern Approach to Graham and Dodd Investing”

In last Friday’s letter I mentioned an article by William Hester, CFA, who is the Senior Financial Analyst at the Hussman Funds. (www.hussmanfunds.com) While I quoted a few paragraphs from his essay, on reflection I think I will re-produce it below, as this is a very important concept. I have written in past letters and in Bull’s Eye Investing about how powerful a driver earnings surprises can be (both positive and negative). Powerful bear and bull markets develop when there are numerous surprises in the same direction, re-enforcing market psychology.

So, read Hester’s essay with the knowledge of what Au writes about earnings. I think the two make a very powerful, thought-provoking concept. And I am off to Europe.

John Mauldin, Editor

Outside the Box

Do you think that the crash is over, as certain former bears do? This question arises as we have breached the first downside target, of Dow 7000, based on my proprietary investment value model, that was first published in thestreet.com October 24, 2007. It was less a forecast than an evaluation. The Dow has now vindicated this model by reaching “fair value,” as one would expect from a simple definition. Does that represent a base for a new bull market? Or is it just one more stop to the nether regions?

To understand my model, note that a stock can be analyzed as a combination of a bond plus a call option. My proprietary investment value metric for a stock is book value plus ten times dividends. That is a Ben Graham like construct that treats stocks almost like bonds, and gives no effect to growth over and above the pro rata return from the reinvestment of retained earnings. On the other hand, many investors prize stocks, particularly tech stocks, for their “optionality,” the hypothetical ability to generate “positive surprises” over and above what economic theory would support. At bottom, the belief in the new economy was a belief in “optionality,” that random positive events that occur from time to time, and did so with particular frequency in the 1990s, will become a recurring fixture of the economic landscape.

But such a process can also work in reverse, as it has recently. We are now experiencing what my colleague Robert Marcin calls the Great Unwind. A turbocharged economy is most likely to become “unstuck” when the conditions that initially favored it no longer exist. When this happens, an economy can grow as much below trend as it was formerlyabove trend, a fact that is likely to be reflected in the financial markets. History is not very encouraging on this score. In past downturns, such as those of 1932 and 1974, the Dow troughed at one half of my investment value metric, reflecting then-prevailing investor beliefs for negative optionality; that the economy will be worse than normal economic forces would dictate. With investment value at 7000 (actually a rounded version of 6600) on the Dow, half of that would be 3300. And during the 1930s, this metric actually fell, meaning that the “ultimate” low could be half of a number lower than 6600.

So having completed a first downleg, the market is now working on a second one. And this would be fully reflective of economic forces. For instance, financial earnings used to represent some 40% earnings (if you count the financing arms of some old line “industrial” companies such as General Electric and General Motors). Thus, they made up $32 of what used to be normalized S& P earnings of $80. But most of those financial earnings have disappeared. That, by itself, would take the S&P earnings into the $50s.. But how many of those non-financial earnings (of $48) were tied to the finance bubbles such as the homebuilding and the “housing ATM?” At least 10%, or around $5, and that is being conservative. Thus, normalized S&P earnings are likely to be no more $50 a share, if that.

The problem comes at payback time. For instance, much of the borrowing was tied to the housing market, on the bogus theory that houses could be made twice as valuable (as a multiple of rent) as they were for all of American history if prices could be kept on steady incline. The problem was that valuations collapsed when house prices fell, or even failed to rise, bringing down the market with it. To make up the shortfall, the U.S. economy now has to consume less than it produces, for a time. But the formerly virtuous circle became a vicious circle when falling prices (and consumption) led to falling production in a self-reinforcing process of the kind best described by George Soros in the Alchemy of Finance. This is a process called underabsorption, which in its strongest form, is called disintermediation. When a major part of the economy becomes “unstuck, the rest of it doesn’t merely go into retrograde. It has to fall apart also to keep pace.

But I can live with $50 trough earnings, say many. And at historical multiple of 14-16 times trough earnings, the S&P should stop its downside in the 700-800 range. But the point is, they’re not trough earnings, they are the “new normal.” And in the current “slow” (zero or worse) growth environment, a trough P/E of 6-8 times earnings is more likely. Put another way, we are about to get the worst of all worlds; below trend earnings, below trend growth from a depressed base, and below trend P/E, after having gotten the best of all worlds, astronomical P/Es on above-trend and rapidly growing earnings, about a decade ago. Warren Buffett now agrees, saying that we will get “almost the worst of all possible worlds…”

The bears-turned-bulls have taken the latter stance because the market now reflects at least a severe recession. One such commentator likened the recent market to 1938-1939, and feels that the latter represents a bottom. But the 1930s bottom was 1932, not 1939, which is to say that the market probably has further to fall. Having correctly dodged the “overvaluation” bullet earlier, the new bulls pin their hopes on the prospect that the current market represents everything bad short of the 1930s Depression. Unlike us, they aren’t willing to grasp the nettle that the current crisis will likely be as bad as anythingincluding the Great Depression.


A Stock Market Rebound Closely Linked with Economic Data Surprises

by William Hester, CFA – April, 2009

There are several ways to interpret the economic data in March, most of which came in above what economists were expecting. Some analysts concluded that the worst is over for the economy, and a rebound is ahead. Others suggested that the economy is still contracting, but at a slower rate for now. In any case, economists have overestimated the economy’s rate of contraction lately. The rebound in the stock market has been at least partially fueled by economic data that consistently came in better than expected last month. Some part of this rally is likely relying on the continuation of these “positive” surprises.

To track the trends in economic performance, we keep an ongoing tally of how data is announced relative to expectations ˆ a method of analysis originally inspired byBridgewater Advisors . Economic data that surpasses expectations gets added to a 3-month running total. Data that comes in weaker than expected gets subtracted. A rising line means that economic data is generally coming in above expectations, while a falling line means that the data has disappointed. A descending line could be the result of an economy that is not expanding as quickly as economists predict or ˆ like in 2008 ˆ it could be the result of an economy that is contracting at a faster rate than expected. In the first graph, and the others below, I’ve isolated only the data that measures the growth in the economy, leaving out measures that track the rate of inflation and sentiment. The first chart below shows the surprise line for growth-related economic data since last August, just prior to the passing of the Emergency Economic Stabilization Act, from which the first version of the TARP was born.

jmotb041309image001

There’s nothing quite like pointing out how bad a shape the economy is in to get people acting like the economy is in bad shape. During the early part of last summer the economy was actually holding up better then what was generally expected. But during the final quarter of last year, the economic surprise line (in blue) collapsed. Data persistently came in below expectations, which created the steepest drop in the line tracking economic performance versus expectations in the available data.

The red line in the graph above tracks the S&P 500 Index and it shows that stocks have recently closely tracked the trend in data surprises. The market fell along with the deteriorating surprise line last year, rallied slightly prior to improved news in December, and then rolled over again as the news weakened versus expectations in late January. In March the market rebounded along with a more pronounced persistence in favorable economic news versus expectations.

The data released in March was better (or less negative) than expected on a number of fronts. The slowdown in spending eased, there was temporary relief in the new and existing homes sales data, and sentiment measures mostly halted their steep decent of recent months. But while much of the data was surprising relative to expectations, it’s difficult to point to any piece of data that was surprisingly strong (outside of some of the volatile data series like, for example, durable goods). New homes sold at an annual rate of 337 thousand versus 300 thousand (and a peak of 1.4 million). GDP was revised to -6.3 percent versus an estimate of -6.6 percent.

Much of the excitement in the stock market ˆ at least that is related to the current performance of the economy – seems to be centered on an economy that is performing less badly than expected. The risks here seem to be that if the trends in data surprises change, so could investor’s attitudes toward stocks that are currently overbought on a number of measures.

There are a couple of reasons why the trend in the rate of data surprises could change. The first is that trends in economic surprises are very prone to reversals. The chart below shows a longer-term picture of the changes in the trends in economic data surprises. The one thing that stands out looking at the graph is that the trends in surprises often reverse abruptly. When the estimates of economists fall behind in an expanding economy – underestimating its strength – expectations are adjusted upward. These estimates eventually become too optimistic. The same can be said of an economy that is contracting more quickly than expected. And the data shows that the more pronounced their forecast errors ˆ the more abruptly economists begin to overestimate the economy’s recent trend.

jmotb041309image002

Another reason why the economic news may begin to disappoint at some point is that recoveries rarely proceed smoothly. The trends in month-to-month and quarter-to-quarter data tend to lurch forward and backward as the economy regains its footing (and at times, like in 1982, the economy can fall right back into recession).

One recent example of this was in 2002, which is shown in the graph below. The trends in economic data versus expectations were persistently better than expected from late 2001 as the economy emerged from recession that year through late spring of 2002. The S&P 500 surged by more than 20% from its 2001 low as the economy began to regain its footing and offer up positive data surprises. But by the summer of 2002 the rebound proved not robust enough when compared with economist’s expectations, and the surprise line rolled over. With stocks not yet at valuation levels that were attractive to investors, the S&P plunged along with the data surprise line.

jmotb041309image003

It’s important to note that this was during a period where the economy was, in hindsight, no longer in recession, and where there were many measures that showed the economy was growing again. But the market was still tripped up at least partly because expectations had moved ahead of the economic recovery. The bear market remained unfinished, and stocks fell to new lows. This may turn out to be an important risk over the next couple of months. The economic data is certain to be uneven, which in turn may cause investors to begin to question whether an economic recovery is really at hand. Risks will likely be higher at points where the market is overbought.

Investors tend to punish economic disappointments much more strongly during bear markets than during bull markets. The graph below, which shows the S&P 500 and the surprise line from 1998 to 2002, highlights this tendency.

jmotb041309image004

Although it’s just a portion of one cycle ˆ the late stages of an expansion and a mild recession, it’s worth noting how stocks performed in response to economic data surprises. In the last part of the 1990’s bull market, a rising economic data surprise line mostly fueled rallies. Data worse than expected weighed on performance ˆ often causing shallow declines like in 1998 and late 1999. Conversely, during the 2000-2002 bear market, disappointing economic data coincided with steep declines in equity prices, while positive surprises usually eased the market’s deterioration.

These trends were also evident during the market’s advance from 2003 through 2007, but were somewhat less dependable. During that period, the trends in the surprise data were shorter and more variable than the market’s slow, persistent advance. Since last summer, the correlation between the two has tightened considerably. In fact, the correlation between the S&P 500 and the data surprise line has climbed above .80, implying that investors are keeping a close eye on how data comes in relative to expectations.

If the high correlation between stock prices and data surprises holds, the recent rally in stocks might be tested. Even if the economy has bottomed, it’s very likely that the eventual recovery will prove to be uneven, causing the flow of positive surprises to be uneven. During these periods, the risks to stocks will be greatest when the market is overbought and investors have priced in high expectations of positive data surprises continuing.

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Steven R. Gerbsman, Principal of Gerbsman Partners, Kenneth Hardesty and Dennis Sholl, members of Gerbsman Partners Board of Intellectual Capital, announced today their success in maximizing stakeholder value for a venture capital backed medical device company that developed a new minimally-invasive treatment option for patients with emphysema.

Gerbsman Partners provided Crisis Management leadership, facilitated the sale of the business unit, associated Intellectual Property and assets and recovered receivables. Due to market conditions, the senior lender and the board of directors made the strategic decision to maximize the value of the business unit and Intellectual Property. Gerbsman Partners provided leadership to the company with:

  • Crisis Management and medical device expertise in developing the strategic action plans for maximizing value of the business unit, Intellectual Property and assets;
  • Proven domain expertise in maximizing the value of the business unit and Intellectual Property through a targeted and proprietary “Date Certain M&A Process”;
  • The ability to “Manage the Process” among potential Acquirers, Lawyers, Creditors Management and Advisors;
  • The proven ability to “Drive” toward successful closure for all parties at interest.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 52 Technology, Life Science and Medical Device companies and their Intellectual Property and has restructured/terminated over $770 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception in 1980, Gerbsman Partners has been involved in over $2.2 billion of financings, restructurings and M&A transactions.

Gerbsman Partners has offices and strategic alliances in Boston, New York, Washington, DC, San Francisco, Europe and Israel.

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Andrew J. Sherman is a Partner in the Washington, D.C. office of Jones Day, with over 2,400 attorneys worldwide. Mr. Sherman is a recognized international authority on the legal and strategic issues affecting small and growing companies. Mr. Sherman is an Adjunct Professor in the Masters of Business Administration (MBA) program at the University of Maryland and Georgetown University where he has taught courses on business growth, capital formation and entrepreneurship for over twenty (22) years. Mr. Sherman is the author of seventeen (17) books on the legal and strategic aspects of business growth and capital formation. His eighteenth (18th) book, Road Rules Be the Truck. Not the Squirrel. (http://www.bethetruck.com) is an inspirational book which was published in the Fall of 2008. Mr. Sherman can be reached at202-879-3638 or e-mail ajsherman@jonesday.com.

Licensing is a contractual method of developing and exploiting intellectual property by transferring rights of use to third parties without the transfer of ownership. Virtually any proprietary product or service may be the subject of a license agreement, ranging from the licensing of the Mickey Mouse character by Walt Disney Studios in the 1930s to modern‑day licensing of computer software and high technology. From a legal perspective, licensing involves complex issues of contract, tax, antitrust, international, tort, and intellectual property law. From a business perspective, licensing involves a weighing of the advantages of licensing against the disadvantages in comparison to alternative types of vertical distribution systems. From a strategic perspective, licensing is the process of maximizing shareholder value by creating new income streams and market opportunities by uncovering the hidden or underutilized value in your portfolio of intellectual assets and finding licensees who will pay you for the privilege of having access and usage of this intellectual capital.

Many of the economic and strategic benefits of licensing to be enjoyed by a growing company closely parallel the advantages of franchising, namely:

  • Spreading the risk and cost of development and distribution
  • Achieving more rapid market penetration
  • Earning initial license fees and ongoing royalty income
  • Enhancing consumer loyalty and goodwill
  • Preserving the capital that would otherwise be required for internal growth and expansion
  • Testing new applications for existing and proven technology
  • Avoiding or settling litigation regarding a dispute over ownership of the technolog

The disadvantages of licensing are also similar to the risks inherent in franchising, such as:

  • A somewhat diminished ability to enforce quality control standards and specifications
  • A greater risk of another party infringing upon the licensor’s intellectual property
  • A dependence on the skills, abilities, and resources of the licensee as a source of revenue
  • Difficulty in recruiting, motivating, and retaining qualified and competent licensees

  • The risk that the licensor’s entire reputation and goodwill may be damaged or destroyed by the act or omission of a single licensee

  • The administrative burden of monitoring and supporting the operations of the network of licensees

The usage and application of Intellectual Assets inside both large as well as medium-sized and smaller companies range from being actively exploited to benign neglect to everything in between. Research and development efforts may yield new product and service opportunities which are not critical to the company’s core business lines, technologies which become “orphans” (e.g., lacking internal support or resources) due to political reasons or changes in leadership, or where the company simply lacks the expertise on the resources to bring the products or services to the marketplace. In other cases, the underlying technology may have multiple applications and usages but the company does not have the time or resources to develop the technology beyond its core business. The better managed intellectual capital-driven companies will recognize these assets as still having significant value and develop licensing programs.

Companies of all sizes are realizing that invention for the sake of the inventor or innovation without revenue streams can be very harmful to shareholder value. In a post-Enron world where boards of directors are governed by the pressures of Sarbanes-Oxley and an unforgiving capital market, no company can afford to allow valuable assets to be ignored or go to waste. If there is no desire or no resources available to directly transform innovation into new products and services, then licensing (as well as joint ventures as discussed in the next chapter) offers an excellent way to indirectly bring these innovations to the marketplace, particularly in rapidly-moving industries where the windows of opportunity may be limited.

It is also critical to develop an overall set of intellectual capital licensing policies, strategies and objectives. The goals of the licensing program should be aligned with the overall strategic goals and business plans of the company. The licensing process should help determine which technologies or brands will be made available for licensing, and which will not be, and why. The process should also define how licenses will be selected, how their performance will be monitored and measured, and under what circumstances will licensees be terminated.

Technology Transfer and Licensing Agreements

The principal purpose behind technology transfer and licensing agreements is to join the technology proprietor, as licensor, and the organization that possesses the resources to properly develop and market the technology, as licensee. This marriage, made between companies and inventors of all shapes and sizes, occurs often between an entrepreneur with the technology but without the resources to adequately penetrate the marketplace, as licensor, and the larger company, which has sufficient research and development, production, human resources, and marketing capability to make the best use of the technology. The industrial and technological revolution has witnessed a long line of very successful entrepreneurs who have relied on the resources of larger organizations to bring their products to market, such as Chester Carlson (xerography), Edwin Land (Polaroid cameras), Robert Goddard (rockets), and Willis Carrier (air‑conditioning). As the base for technological development becomes broader, large companies look not only to entrepreneurs and small businesses for new ideas and technologies, but also to each other, foreign countries, universities, and federal and state governments to serve as licensors of technology.

In the typical licensing arrangement, the proprietor of intellectual property rights (patents, trade secrets, trademarks, and know‑how) permits a third party to make use of these rights according to a set of specified conditions and circumstances set forth in a license agreement. Licensing agreements can be limited to a very narrow component of the proprietor’s intellectual property rights, such as one specific application of a single patent, or be much broader in context, such as in a classic ‘technology transfer’ agreement, where an entire bundle of intellectual property rights are transferred to the licensee typically in exchange for initial fees and royalties. The classic technology transfer arrangement is actually more akin to a ‘sale’ of the intellectual property rights, with a right by the licensor to get the intellectual property back if the licensee fails to meet its obligations under the agreement.

Key Elements of a Technology Licensing Agreement

Once the decision to enter into more formal negotiations has been made, the terms and conditions of the license agreement should be discussed. Naturally these provisions vary, depending on whether the license is for merchandising an entertainment property, exploiting a given technology, or distributing a particular product to an original equipment manufacturer (OEM) or value‑added reseller (VAR). As a general rule, any well‑drafted license agreement should address the following topics:

Scope of the grant. The exact scope, extent of exclusivity and subject matter of the license must be initially addressed in the license agreement. Any restrictions on the geographic scope, rights and fields of use, permissible channels of trade, restrictions on sublicensing (including the formula for sharing sublicensing fees if provided), limitations on assignability, or exclusion of enhancements or improvements to the technology (or expansion of the product line) covered by the agreement should be clearly set forth in this section.

Term and renewal. The commencement date, duration, renewals and extensions, conditions to renewal, procedures for providing notice of intent to renew, grounds for termination, obligations upon termination, and licensor’s reversionary rights in the technology should all be included in this section.

Performance standards and quotas. To the extent that the licensor’s consideration will depend on royalty income that will be calculated from the licensee’s gross or net revenues, the licensor may want to impose certain minimum levels of performance in terms of sales, advertising, and promotional expenditures and human resources to be devoted to the exploitation of the technology. There might also be milestone payments that are tied to the achievement of certain key events, such as regulatory approvals of the core technology. Naturally, the licensee will argue for a ‘best efforts’ provision that is free from performance standards and quotas. In such cases, the licensor may want to insist on a minimum royalty level that will be paid regardless of the licensee’s actual performance.

Payments to the licensor. Virtually every type of license agreement includes some form of initial payment and ongoing royalty to the licensor. Royalty formulas vary widely, however, and may be based upon gross sales, net sales, net profits, fixed sum per product sold, or a minimum payment to be made to the licensor over a given period of time or may include a sliding scale in order to provide some incentive to the licensee as a reward for performance. Royalty rates may vary from industry to industry and in some cases will vary depending on the licensed product’s stage of development. For example, in a typical merchandise licensing agreement, royalty rates range from 7 to 12 percent of net sales depending on the strength of the licensor’s brands whereas manufacturing royalty rates may be lower when the licensee will need to make significant capital expenditures in order to bring the product to the marketplace. In the biotechnology and medical device industries, the royalty rates may vary based on the stage of development of the product and its progression through the FDA approval process. A biotech or pharmaceutical treatment or compound that has already cleared Phase III approval may command royalties as high as twenty percent (20%) of sales, whereas a pre-clinical trial product or compound may only command a royalty rate of two percent (2%), depending on the likelihood of ultimate commercialization.

Quality control assurance and protection. Quality control standards and specifications for the production, marketing, and distribution of the products and services covered by the license must be set forth by the licensor. In addition, procedures should be included in the agreement which allow the licensor an opportunity to enforce these standards and specifications, such as a right to inspect the licensee’s premises; a right to review, approve, or reject samples produced by the licensee; and a right to review and approve any packaging, labeling, or advertising materials to be used in connection with the exploitation of the products and services that are within the scope of the license. Certain types of licensors may also want to consider the placing of a ceiling on the allowances for returned merchandise, perhaps in the three percent (3%) to five percent (5%) range of total goods sold. This helps prevent the licensee from producing a significant amount of substandard product which could dilute the board, damage the technology or otherwise expose the licensor to harm or potential liability.

Insurance and indemnification. The licensor should take all necessary and reasonable steps to ensure that the licensee has an obligation to protect and indemnify the licensor against any claims or liabilities resulting from the licensee’s exploitation of the products and services covered by the license. These provisions should address any minimum insurance coverages (naming the licensor as an additional insured) as well as discuss an exclusion from liability or ceilings on the responsibilities of the licensee.

Accounting, reports, and audits. The licensor must impose certain reporting and record‑keeping procedures on the licensee in order to ensure an accurate accounting for periodic royalty payments. Further, the licensor should reserve the right to audit the records of the licensor in the event of a dispute or discrepancy, along with provisions as to who will be responsible for the cost of the audit in the event of an understatement.

Duties to preserve and protect intellectual property. The obligations of the licensee, its agents, and employees to preserve and protect the confidential nature and acknowledge the ownership of the intellectual property being disclosed in connection with the license agreement must be carefully defined. Any required notices or legends that must be included on products or materials distributed in connection with the license agreement (such as the status of the relationship between licensee and licensor or identification of actual owner of the intellectual property) are also described in this section. The agreement should also be clear as to which party and at whose expense and control will any disputes regarding the ownership of the intellectual property will be handled.

Technical assistance, training, and support. Any obligation of the licensor to assist the licensee in the development or exploitation of the subject matter being licensed is included in this section of the agreement. The assistance may take the form of personal services or documents and records. Either way, any fees due to the licensor for such support services which are over and above the initial license and ongoing royalty fee must also be addressed.

Warranties of the licensor. A prospective licensee may demand that the licensor provide certain representations and warranties in the license agreement. These may include warranties regarding the ownership of the intellectual property, such as absence of any known infringements of the intellectual property or restrictions on the ability to license the intellectual property, or warranties pledging that the technology has the features, capabilities, and characteristics previously represented in the negotiations.

Infringements. The license agreement should contain procedures under which the licensee must notify the licensor of any known or suspected direct or indirect infringements of the subject matter being licensed. The responsibilities for the cost of protecting and defending the technology should also be specified in this section.

Termination. The license agreement should provide some guidance on the licensor’s ability to terminate the rights granted in the event of material breach (such as nonpayment of royalties), change in control, insolvency or other default of the licensee. The notice and procedures for termination should be discussed as well as the “wind-down” or “phase-out” periods following termination.

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