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

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

Author: Thomas F. Villeneuve; Robert V. Gunderson, Jr.
Publisher: Wolters Kluwer Legal & Regulatory U.S. (Online)
ISBN: 10071832
Published In: Subscription-type (Contents updated periodically)
Format: Online
Jurisdiction: U.S. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Description
Contents

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.

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.)