Finance Corporate Finance

Corporate Partnering: Structuring and Negotiating Domestic and International Strategic Alliances, 5th Edition (1-Year Online Subscription)

Edited by Thomas F. Villeneuve · Robert V. Gunderson, Jr.
Wolters Kluwer Legal & Regulatory U.S. (Online)

Specifications

ISBN-13
10071832
Publisher
Wolters Kluwer Legal & Regulatory U.S. (Online)
Format
Online
Jurisdiction
U.S. ? Countri(es) for reference only
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Details

Corporate Partnering: Structuring & Negotiating Domestic & International Strategic Alliances identifies and explains the ingredients that make up successful corporate partnerships. It is meant to be a practical tool for day-to-day use by lawyers, executives, corporate development staffs, investment bankers, accountants—anyone involved in strategic alliances. At its heart is a compilation of extensively annotated agreements covering the broad range of areas that typically comprise corporate alliances, from supply and distribution agreements, product and technology licenses, and research and development agreements, to investment and investment-related arrangements.

Table of Contents

Preface

About the Authors

Acknowledgments

Part I. Corporate Partnering/Strategic Alliances

  • Chapter 1 Structuring and Negotiating Corporate Alliances
    • Appendix A: The “Inadvertent Acquisition” Risk
  • Chapter 2 Summary of Proprietary Rights
  • Chapter 3 Corporate Partnering and Licensing Checklist (Including Executive Overview)

Part II. Preliminary Agreements

  • Chapter 4 Mutual Nondisclosure Agreement
  • Chapter 5 Nonconfidential Evaluation Agreement
  • Chapter 6 Evaluation/Beta Test Agreement
  • Chapter 7 Letter of Intent
  • Chapter 7A Materials Transfer Agreement

Part III. The Alliance Agreements

Subpart A Supply/Distribution Agreements

  • Chapter 8 Supply Agreement
  • Chapter 9 International OEM Software License Agreement
    • End-User Software License Agreement
    • Technology Escrow Agreement
  • Chapter 10 Distribution Agreement
  • Chapter 11 Sales Representative Agreements

Subpart B Technology/Product License Agreements

  • Chapter 12 License Agreement
  • Chapter 13 Software License Agreement

Subpart C Research and Development Agreements

  • Chapter 14 Research, Development, and Option Agreement
    • Employee Proprietary Information and Inventions Agreements
    • Consulting Services Agreement
    • Assignment of Patents and Patent Applications
  • Chapter 15 Software Development Agreement

Subpart D Separate Entity Joint Ventures

  • Chapter 16 Stockholders' Agreement
  • Chapter 17 Charter Documents

Part IV. Equity Investments by One Partner in the Other

  • Chapter 18 Stock Purchase Agreement
  • Chapter 19 Restated Certificate of Incorporation
  • Chapter 20 Investors' Rights Agreement
  • Chapter 21 Ownership and Control Restrictions

Part V. Partnering with Universities and Non-Profit Research Institutes

  • Chapter 22 Sponsored Research Agreement
  • Chapter 23 License Option Agreement
  • Chapter 24 University License Agreement

Part VI. Spin-out Transactions

  • Chapter 25 Spin-out Master Agreement
  • Chapter 26 Assignment Agreement
  • Chapter 27 Technology License Agreement
  • Chapter 28 Administrative Services Agreement
  • Chapter 29 Short Technology Spin-out Agreement
  • Chapter 29A Short Spinout License Agreement for Limited Exclusive Market

Part VII. Life Sciences Transactions

  • Chapter 30 Biotech/Pharma Research and Collaboration Agreement
  • Chapter 31 Medical Device Development and Distribution Agreement
  • Chapter 32 Drug Delivery System Development, License, and Supply Agreement
  • Chapter 33 Drug In-Licensing and Supply Agreement
  • Chapter 34 Short Drug In-Licensing Agreement
  • Chapter 34A Cell Line License Agreement

Part VIII. Software, Semiconductor, and New Media Development and Licensing Agreements

  • Chapter 35 New Media Development and Publishing Agreement
  • Chapter 36 Chip Development and License Agreement
  • Chapter 37 Content Development Agreement
  • Chapter 38 Short Content License Agreement
  • Chapter 39 Short In-bound OEM License Agreement
  • Chapter 39A Short In-Bound Master Professional Services/Development Agreement

Part IX. Virtual Company/Outsourcing/Off-Shoring Agreements

  • Chapter 40 “Bodyshop” Master Consulting Agreement
  • Chapter 41 Intra-Company Services Agreement
  • Chapter 42 Contract Manufacturing Agreement

Part X. Teaming Agreement

  • Chapter 43 Master Teaming Agreement

Part XI. Open Source Collaborations

  • Chapter 44 COS Joint Development Agreement
  • Chapter 45 Joint Copyright Assignment by Contributor

Part XII. Cross Licenses

  • Chapter 46 Reciprocal Cross License
  • Chapter 47 Partially Asymmetric Cross License

Part XIII. Recent Practices in Provision and Distribution of Software

  • Chapter 48 End User License Agreement
  • Chapter 49 Software as a Service (SaaS) Agreement
  • Chapter 50 International Master Software/Data Distributor/Reseller/OEM/ VAR Agreement
  • Chapter 51 Services Reseller Agreement
  • Chapter 52 Sales Representative Agreement
  • Chapter 53 Reseller Agreement for Hardware/Software Appliances
  • Chapter 54 API License Agreement

Part XIV. Internet Partnering and Buyout Arrangements

  • Chapter 55 Website Terms of Use
  • Chapter 56 Website Privacy Policy
  • Chapter 57 Website DMCA Copyright Dispute Policy
  • Chapter 58 Advertising Representation Agreement
  • Chapter 59 Affiliate/Referral/Link Promotion Agreement
  • Chapter 60 Short Asset Purchase Agreement

Bibliography

Highlights

The 2025 Supplement to Corporate Partnering updates the following:

  • The continuing rapid development of privacy laws. (See Chapter 2.)
  • Patent law developments. (See Chapter 2.)
  • The increasing and broadening importance of Artificial Intelligence. (See Chapter 3.)
  • Open source matters. (See Chapter 3.)
Price on request

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