ATTC Technology Transfer and Licensing

Agreement (TTLA) Guide

Introduction
ABC

Objective of the Guide

ABC

Context
ABC

Goal of the TTLA

The TTLA
 What is a TTLA?
 Why license in the first place?
o Pros and cons
o IITA specific factors
 In what circumstances is licensing the right strategy (selling vs. licensing)?

Process
Registration
 How is Aflasafe registered locally?
o One product for the entire country? Per crop?
 Who holds the patent/IP?
o Some countries see the aflatoxin mother culture as their proprietary natural resource
 Any other unique registration situations or issues?

License Type
 What is the licensing strategy for the country in question?
o Single license for manufacturing and distribution?
o Multiple manufacturing and distribution licenses?
o One or more manufacturing licenses, with different distribution licensee(s)?
o Joint venture?
 Confirm licensee(s) acceptance of the license type, in general

Licensee Description
 Obtain general details on the licensee’s business and organizations
 Complete any due diligence not completed in investor selection stage
  Confirm Business Plan, which will be annexed, is final

TTLA Template Development

 Overview of key sections of a TTLA
o Exclusivity
o Territory
o Sub-license
o Improvements and research
o Technical assistance
o Duration
o Fee structure
o Targets
o Disputes, expiration, and termination
 Obtain from IITA legal department standard provisions for licensing per IITA’s policies
 Select and hire experience TTL/IP lawyer to insert key clauses based on licensing of similar
products
 Review stages with IITA legal, lawyer consultant, and IITA leadership

Draft TTLA
 Populate template with key country and investor-specific elements
o Duration of license
o Renewal requirements of license
o Geographic area of license
o Production, sale, and distribution targets (based on business plan)
o Notice and termination requirements under failure to perform
o Support functions provided by IITA (TA, awareness building, manufacturing, QC, etc.)
o Quality control and SOP measures
o Branding and marking guidelines
o Contact info of both parties
o Fee to be paid to IITA, typically as a $0.05/kg royalty

Negotiate TTLA
 Share draft TTLA with investor for comments
 Review comments, provide responses, and negotiate disagreements
 Solicit feedback from local of international IP counsel, if applicable
 Finalize TTLA

Implement TTLA
 Sign TTLA
o Notify media
o Prepare co-branded press release
o Organize launch event/signature ceremony
 Initiate IITA’s contributions
o Build awareness of Aflasafe in target country
 o Provide manufacturing and plant building TA
o Set up QC measures
o Launch business development activities, such as business cases and consumer profiles
o Engage with uptake stakeholders, such a public or non-profit buyers, VAT exemptions,
etc.)
 Monitor TTLA performance
o How is the implementation plan in the business plan progressing?
o Obstacles encountered setting up the plant?
o Production/distribution/sales against TTLA targets?

Annex
TTLA Template
List of Clauses that are Typically Negotiated, with suggested responses
List of Legal Resources
Branding Guidelines
Details Of Technical Knowhow And Technological Services
EMMP