Licensing + Technology Transactions
A license determines who can use a technology, for what purpose, and on what economic terms. Well-drafted licenses create revenue and partnerships. Poorly drafted ones create disputes, limit future deals, and reduce what a company is worth.
Apex Legal structures and negotiates licenses and technology agreements for companies that license their technology out, license technology in, or buy the systems their business runs on. We focus on terms that protect your core assets while keeping the deal commercially workable.
What we handle
IP licensing.
Exclusive and non-exclusive licenses of patents, trademarks, copyrights, and know-how, including field-of-use, territory, sublicensing, and improvement rights.
Software licensing.
On-premise and embedded software licenses, OEM agreements, and source code escrow arrangements.
License economics.
Upfront fees, royalties, milestones, minimum payments, and audit rights.
Cross-licenses and settlement licenses.
Cross-licensing arrangements and licenses entered into to resolve IP disputes.
Technology procurement.
Enterprise software licenses, cloud services, implementation and systems integration agreements, and IT outsourcing agreements.
License review and restructuring.
Review of existing licenses for assignability, exclusivity conflicts, and change-of-control issues before a transaction or new deal.
Who we work with
We represent technology companies, life sciences companies, universities and research institutions, and businesses buying mission-critical technology.
Our approach
Every license we negotiate is drafted with your next deal in mind. We anticipate how future partners, investors, and acquirers will read the agreement, and we structure grants and economics so your technology stays flexible and valuable.
Frequently Asked Questions
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Most forms of intellectual property can be licensed, including patents, trademarks, copyrights, software, trade secrets, know-how, and data. A single agreement often covers several types at once. For example, a technology license may include rights to patents, the software that implements them, and the know-how needed to use the technology effectively.
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Core terms include the scope of the license grant (what is licensed, for what uses, and where), exclusivity, financial terms such as fees and royalties, ownership of improvements, confidentiality, warranties and indemnities, audit rights, term and termination, and restrictions on assignment and sublicensing. How these terms work together determines the real value of the deal.
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An exclusive license gives the licensee sole rights to use the IP within a defined scope, sometimes excluding even the owner. A non-exclusive license allows the owner to grant the same rights to others. Exclusivity usually commands higher payments and often comes with performance or diligence obligations. It can also be limited by field of use, territory, or time.
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Common pitfalls include granting broader rights than intended, leaving ownership of improvements unclear, overlooking restrictions on assignment or change of control, setting royalty terms that are difficult to calculate or audit, and failing to plan for termination. Many of these issues only surface years later, often during a financing or acquisition.
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It depends on the agreement. Many licenses restrict assignment or give the other party the right to terminate or consent upon a change of control. Some licenses transfer automatically, while others do not. Reviewing key licenses before a transaction helps identify required consents and avoid surprises that could delay closing.
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A straightforward non-exclusive license may be completed in a few weeks. Complex exclusive licenses with milestones, royalties, or multiple parties can take several months. Timing depends largely on the complexity of the deal, the number of open business points, and how responsive each side is. Clear term sheets at the start usually shorten the process.
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Negotiating a license or technology agreement?
Contact us to discuss your deal.