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Audit a technology license clause by clause

This page lists three turns, the messages you send to the AI one after another in the same chat, and then a check of the answer. Keep it open next to your chat. Each turn shows the next thing to paste, with the values you entered already filled in. Nothing is sent from this page, and your conversation stays in the AI tool you are using.

Paste the grant, field, exclusivity, royalty, diligence, improvements, sublicensing, audit, termination and IP representation articles.

What is licensed, to whom, for what field and territory, on what term, and the headline money.

Reverses the sign on every clause: the licensor's protection is the licensee's cost.

What law governs the license and where disputes go; this decides several enforceability questions.

Which clause the negotiation actually turns on, so the analysis leads with it.

Watch for these throughout

  • The net-sales definition can swing royalty value by twenty percent or more. Review deductions, rebates, chargebacks and combination-product allocation before you argue about the rate.
  • The model does not know current market royalty ranges for your sector and stage, and will produce plausible-sounding numbers if you let it. Treat every benchmark as unverified until you check it against real comparables.
  • Sublicensee survival on licensor-side termination is the recurring trap. Confirm whether sublicensees continue as direct licensees or die with the head license.
  • Encumbrances under the licensed IP (federal funding, sponsored research, existing non-exclusives) can make a promised exclusive undeliverable. The license text will not tell you they exist.
  • Improvements and derivative definitions can quietly move core IP across the table. Read those definitions against the grant clause, not on their own.