Working draft · internal strategy review · not legal advice
Deal Term Sheet 包
这一页把谈判桌上的常见 MNC demand 变成可操作回应：我方 response、fallback、red line 和可放进 term sheet 的 wording。
Negotiation Matrix
| MNC demand | Our response | Fallback | Red line |
|---|---|---|---|
| General third-party patent indemnity | Convert to Known Third-Party IP Matter only. | Capped indemnity for final judgment or approved settlement. | No uncapped indemnity; no general rep breach. |
| Full reimbursement of all third-party license fees | Use royalty stacking / offset against our royalties. | 50%-100% offset with royalty floor. | No cash reimbursement for unrelated or voluntary settlements. |
| Global sales as damages base | Limit to covered products in covered territories. | Separate Europe / U.S. / RoW economics. | No China mainland inclusion absent local patent coverage. |
| MNC controls defense and settlement | MNC may control commercial defense with our participation right. | Consent not unreasonably withheld for settlement. | No pass-through settlement without prior written consent. |
| Enhanced damages pass-through | Exclude MNC willfulness, launch-at-risk, refusal to mitigate. | Shared strategy committee for notice / opinion / design-around. | No MNC-caused enhanced damages or punitive amounts. |
Core wording package
Known IP Risk Schedule
The parties acknowledge that the patent family listed in Schedule [X] has been disclosed to Licensee and constitutes a Known Third-Party IP Matter. Any Losses, royalties, settlement amounts, or business impacts arising from such Known Third-Party IP Matter shall be allocated solely as set forth in Section [Risk Allocation], and shall not constitute a breach of Licensor's general non-infringement representations.Liability cap
Licensor's aggregate liability for the Known Third-Party IP Matter shall not exceed [__]% of amounts actually received by Licensor under this Agreement, or USD [__], whichever is lower.Damage exclusions
In no event shall Licensor be liable for consequential damages, Licensee lost profits, business interruption, reputational harm, punitive or enhanced damages, or any amounts resulting from Licensee's willful conduct, launch-at-risk decision, refusal to implement a commercially reasonable design-around, or settlement entered without Licensor's prior written consent.Royalty offset
Licensee may credit [50%-100%] of third-party royalties actually paid under the Known Third-Party IP Matter against royalties otherwise payable to Licensor for the applicable Licensed Product in the applicable Covered Territory, provided that royalties payable to Licensor shall not be reduced below [__]% of Net Sales.Internal positions to lock before sending
- Cap amount: fixed dollar cap or percentage of cash actually received.
- Royalty offset percentage and floor.
- Europe-specific price adjustment.
- Defense control: MNC control with our participation vs joint control.
- Whether to initiate license intelligence with Kelonia / Lilly / Paris-Saclay.
- Timeline and cost of design-around / non-infringement opinion.