Speaker 1  0:00  
All right. Good afternoon and welcome to today's webinar licensing University Technology 101 Presented by Autumn. My name is Sammy Spiegel, autumns professional development manager and I will be your staff host for today. All lines have been muted to ensure high quality audio and today's session is being recorded. If you have a question for our panelists, we encourage you to use the q&a feature on your zoom toolbar. If you have a technical question or a comment, please feel free to use the chat. Should you need closed captioning during today's session, Zoom closed captioning feature is turned on and available on your toolbar. Before we begin, I would like to take a moment to acknowledge and thank autumns online professional development sponsors, Marshall Gerstein, IP and the Michelson Institute for intellectual property. We appreciate your ongoing support. I now have the pleasure of introducing you to today's presenters. Hancock's is a town is talented at unraveling complex deal structures and devising creative agreement solutions. starting her career in house she focuses on her practice on intellectual property transactions, protection and dispute resolution for clients ranging from multinational corporations to nonprofit institutions. She's a patent attorney who understands her clients intellectual property and agreement needs and remains passionately engaged until their strategic objectives are achieved. Clients consider her an invaluable member of their team. Pam is co founder and chair of women in licensing Alliance, past corporate secretary and member of the Board of licensing executives Society International, founder of LSI lifesciences advisory board, and former vice chair of External Relations Committee, chair of the LSI lifesigns committee, international delegate for LDS USA, Canada and chair of the LDS USA Canada Chicago chapter. She's a certified licensing professional and a past president and chair of the Board of Governors of CLP. Ben diddling leads the licensing, corporate contracting, and corporate outreach groups. His team is responsible for working with Penn faculty, staff and students to evaluate, protect and commercialize Penn innovations and discoveries and to facilitate engagement with the industry and startup company formation. Prior to joining Penn in 2016, Ben was seniors Associate Director of licensing in the office of intellectual property and industry sponsored research at UCLA and started his career in technology transfer in 2004 as a marketing intern at U Chicago tech, the Office of Technology and intellectual property at University of Chicago, and was the program manager in oncology at the time, he moved to UCLA in 2011, and holds a PhD in clinical medicine from the University of Leeds and a Bachelor of Medical Sciences from the University of Birmingham, and is licensed to practice before the US Patent and Trademark Office. And as a member of autumn lacs and immediate past chair of the Board of Governors for CLP. Welcome Pam and Ben, we are so excited to learn from you both today. And with that, I will pass it over to you cam to get us started. Thanks so much they

Speaker 2  3:01  
owe me. Feel free to advance the slide. Awesome. Go pass our disclaimer. All right. So welcome, everyone. Thanks so much for joining. Is it my absolute pleasure to be speaking with Ben today. And we're gonna go through the university license from the University's perspective, we'll dabble in a little bit from the licensee perspective, as we go a lot to talk about, we'll go through the scope of the license first, then I'll turn it over to Ben, who will do all the fun consideration payment diligence sections, you know, the heart of the agreement in many ways. We'll talk about risk allocation. And then time permitting, we'll get into some of the nitty gritty in the back end, just so that you realize there are some great little pieces back there to

Unknown Speaker  3:48  
go ahead Samri.

Speaker 2  3:52  
Okay, so the framework for for a university license, I think is important to picture, different perspectives. And it surprises me still, after all of these years that the companies really are looking at the agreement from a very different perspective than the university stakeholder is. And often it's helpful to remind them as we negotiate what the university's perspective is. So you know, the university is about transferring knowledge. And one of the ways universities transfer knowledge is through technology transfer. And the idea of doing that is to incentivize the development of the technology, because obviously, there's only so far that it can incubate within the institution, before it needs to go out and be commercialized, the licensee is looking at a little bit differently. They're looking at the idea that they're getting access to embryonic technology, cutting edge technology that they then can take and move forward with a certain risk profile. You know, they're looking at making sure that they're going to have a return for their investors. And so there are things that they may not be as willing to do that we think are just very straightforward to commercialize the technology and so a lot of the negotiation of the agreement is a Round, those kind of rubs within the two different missions of why we're getting together to do the license in the first place.

Unknown Speaker  5:06  
Next slide, please.

Speaker 2  5:11  
So just a quick thing on the legal aspect of this, as we know, a contract is going to be governed by the governing law. In all of our agreements here in the US, we're most likely to be selecting a law of the United States, one of the states of the United States. outside the US, obviously, there's, there's other choices. And even if we have a licensee who's outside the United States, we're typically going to agree to a state of the United States to be the governing law, that's different than where we might sue each other, should there ever be the need to do that, that's venue, that's something different. And if we have time, we'll talk about that at the back end of the agreement. But the governing law is what's going to govern the contract the interpretation of the terms. And in the US, most of the states, especially on the East Coast, are going to be looking and probably in the Midwest, for the most part two, at the four corners of the agreement, what is written there. And if what's written there is clear, then there is no need to go further. And so as we all know, you know, we're running with our hair on fire. As we're negotiating these things, it's not always possible to get the words exactly correct. But the idea is, the more we can have the actual words on the page be clear and understandable and reflect our agreement, the less likely there will be disputes and misunderstandings as, as the life of the license is administered. There's also because we're talking about intellectual property licensing today and technology transfer, there's also other IP and tangible materials, which bring with them their own aspects of law. So you know, on the intellectual property side, we'll talk about that in a minute. There's a number of different state and federal, and international protections that are coming in that need to just you know, be in the back of your mind as well, with tangible materials, whether it's software tangible, you know, cell lines, there's also the real property, aspects of chant, transferring those things about bailment and such. And so not just contract law, but we also have these other aspects. And then, you know, if we step back further, there's certainly other things that we hope don't befall us in a license negotiation, or an administering license, like Bankruptcy Code, and things like that. But those are also at play as you go through the lifecycle of a license. Next slide. Okay, so looking at it, we've got IP, I just alluded to the various forms in the tangible material. So let's move to the next slide. So the scope of the license, we have a number of different key terms, and they all Interplay closely. So if you make edits to one, you know, looking at how does that affect the other because there there really come as a package. And then that package feeds into the grant of rights and the reserved rights as to what we are going to either give or get or share with respect to the rights that are being conveyed. And so this is kind of as I pictured in my head, as we go through this, we're progressing into, like section two after we leave the definitions of the agreement. So we're going to put that look at those two sections of the license together. Next slide, please. Okay, so patent rights, I'll Aido. I used to say this is like 90% of the bread and butter licensing that we do is really changed over the last number of years. But it is important that you are aware that there are certain terms when we're talking about patent rights that we should be check listing to see if they're included in the definition. So you know, we obviously have something we're starting with, it could be an invention disclosure, provisionally filed, it could be that the portfolio's developed broader than that. We typically schedule those, whatever the rights are, that exist when we're doing the agreement as of the effective date. And then we're going to extend from that anything that's going to claim priority to that the patents issue from those things. And then the D section here in the definition are other derivations, reissues reexaminations, those are probably not as common in the lifecycle of nonprofit agreement administration, but it could be there. And certainly, if one of those were to occur, it would be proper to include within the definition, term extensions, we're all aware of supplementary protection certificates are the European version of term extension. They're they're not actually a patent themselves. They're a certificate that's issued to extend the term and the rules for that are a little bit different. But we expressly call that out, because that often may be the only royalty bearing term, and some of these agreements where we're getting paid. So we want to still have the patent rights definition trigger. And so we want to include the supplementary protection certificates. And then all of this is only to the extent that we are able to extend those priority claims for the existing intellectual property. And I want to pause there for a second because I do know in certain cases, we do future rights, you know, maybe there's sponsored research involved or something where we're going to give more than the rights that are in existence as of the effective date as they migrate through prosecution. So it is possible that the italicized words would not be included. But in the general scope of things, we think of granting the rights that we have today. And if we're going to grant future rights, which would be like the new matter and a continuation in part, which people don't really file anymore anyway. But the new matter, then that would be an improvement, those would be future rights, those would be dealt with differently. So the standard definition, no futures, that italicized concept would be there. If you are including improvements, then those would be addressed specifically, and you would drop that language out.

Unknown Speaker  10:44  
Next slide, please.

Speaker 2  10:47  
technical information. So this has, you know, different terms, you know, as to how it's expressed, but this is kind of the catch all for all the rest of that stuff that we hope to get a step down royalty to. And so Ben will go into the details of that in a minute. But this catch all is, is in some ways, very uncontroversial, because it's it is trying to, you know, wrap your arms around the know how maybe there'll be materials, maybe there are other things that are important that aren't going to actually be the claim subject matter, or what would be included in a copyright if we're under copyright law. So with the technical information, we try to have a strategy for how we're going to define it. And this varies in my experience, institution by institution. Generally, we all agree, we're not doing futures. So it's, you know, what's an existence as of the effective date, it's, at some level, we all agree, it has to be the stuff we own, not the other stuff. And then, you know, we kind of differ, institution institution as to how much specificity we're gonna use to articulate it. In some cases, we reference disclosures, in some cases, we attach a schedule that details, you know, the scope, or a summary of the scope. A lot of this varies in my experience based on whether or not we're licensing a startup. And we think that inventors just gonna use everything in their head, or whether we have a real expectation of getting paid a royalty, when this stuff is all there is covering the technology, and how much specificity we need. So we don't fight about whether it's triggered. This is also kind of morphed into an area where sometimes there's data exclusivity rights that may come. And so that may be part of how this is defined. But it is worth a pause and to discuss in that particular license agreement, what are we trying to do with the technical information, because, you know, the other aspect of it is that, you know, sometimes the licensees don't want it. And, you know, especially if they pay for it. So there's you know, that rub there of trying to figure out, you know, you want them to be helpful, and in many cases, you want to know, you know, some of the things that haven't worked, and so that they can like really pick up the research from wherever the translational step is and move forward to develop the technology. But in other cases, it's not going to be something that's going to be a focus for the agreement. The we'll get into the grant of rights in a minute. But as you can see, on this slide, the concept would be this is rarely an exclusive grant, it's very hard for people to stop using what's in their head. And so when you're defining this category is the stuff people know, that is likely to travel with them wherever they go. And so the the best practices to do that, not exclusively, we want to give the licensee all the benefit that we can, but we also are appreciating that we don't want to create a liability for ourselves. We talk about tangible materials, you know, kind of throughout this, but when we when we have tangible material, sellings and things like that, there's usually more in the agreement that talks about how those biological materials would be transferred. If it's software, it's pretty straightforward. If it's not, you know, how long do we have to keep the freezers on in case something goes wrong? You know, is it a one time transfer, and we're done. Those are the types of things that would be more detailed in in either the definition or in a schedule.

Unknown Speaker  14:03  
Next slide, please.

Speaker 2  14:07  
So I mentioned if it's tangible materials, we typically would use like the MTA approach, where we would have the, you know, original material modifications, progeny, that type of thing, so that, you know, one line down of reproduction doesn't take us out from under the definition. And likewise, with software because that's copyrightable subject matter, there's likely to be the inclusion of derivatives. And that may be its own whole section, kind of beyond the scope of a 101. about who's going to own the derivatives, what there's, you know, what's going to happen with all of that. Next slide, please. So the intellectual property rights flow hand in hand into the definition of the products in the general sense, you know, we're focusing here on patent rights, technical information, post copyright, there'd be other things to include. We're looking at, you know, covering products and processes, you know, those are kind of the two buckets composition of matter method of views, product and process, and then in reference to the patent rights. And so the default is, you know, these are going to be claimed in whole or in part by the patent rights, or it'll be the manufacturer use that's claimed, in some agreements, we see the valid claim definition coming in here, you know, that only promotes another negotiation of what is a valid claim. And then we go through that, but and it's nuts and bolts, the product needs to be somehow linked to the patent rights, you know, covered by a claim, or the manufacturer or use of the product or processes covered by a claim. And then the second aspect of the definition is to capture that technical information. And so, you know, we have a laundry list of words here that are kind of default terms. But in each agreement, again, when you're looking at what is really the technical information, this is where you pause and think about, you know, do I really want the license product to be the technical information itself? Or do I want it to be some extension of that, you know, if I'm giving a cell line, do I expect the licensee to make product from the cell line? Or do I expect them to sell the cell line. And so you need to think through how the product is incorporating those, you know, preferential verbs, but that there's usually a collection of those that are included in the definition, especially also keeping in mind what you're going to get paid from

Unknown Speaker  16:17  
Next please.

Speaker 2  16:22  
Field and territory, you know, these seem like such an accurate terms. You know, territory is probably much less of an issue than field. But they're in many negotiations, there's a lot of discussion about what's the field, you know, as a university, we're happy to give you all the rights that you will actually develop. If you want all fields of use, you have to develop all fields of use. So usually, there's a subset maybe of the field that's appropriate. When you have multiple field of use licensees, you want to make sure there are those distinctions. So in some case, we talk about, you know, here's what the field is, excludes everything else. And then if we know there's going to be some something else that's going to somebody else, then maybe articulating that expressly, the idea of defining these terms, keep in mind that, you know, these are going to be lifecycle agreements that may last 20 years or more. And the way we know and a field of art today may not be the way it is in 20 years. So if you are going to have multiple field of use licenses really thinking about where could there be the potential overlap? I mean, I think back in the world, we have therapeutics and diagnostics. Now we have a lot of Theron diagnostics. And so there's those chances where things are going to overlap. You know, when we talked about certain terms, there are now like six subsets of those terms, that would all be separately, divvied out if we were looking in agreement here in 2022. So just a note to that, as you're looking at the field to use terms or include more specificity, if there's a likelihood over the lifecycle of the technology, it's going to be misunderstood. Next, please. And as you can tell, as I'm going through this, my flavor and style preference is to be specific, where we know today, we have alignment. And we know that it could be misinterpreted when we're all, you know, lottery winners at the beach. And we want to make sure that there's at least a memorialization of what the understanding was at the time. So those definitions section one, now we're flying into section two, the grant of rights, the preamble here, you know, subject to the terms and conditions of the agreement. That's not necessarily anything that should be too controversial. The bracketed language licensees compliance with the terms and conditions of the agreement is something that could be controversial. So we have started using that language post quanta, where the idea if you're not licensed, you're an unauthorized user. And we have reserved our ability to assert our patent rights in addition to the contract, right, so you remember how we talked about there's, you know, the contract rights is the law of the state of wherever is governing, but there are also in an intellectual property rights that couldn't be asserted if the contract doesn't prohibit that. So you know, many licensees will say, compliance subject to their right to cure, you know, this can be a bit of a negotiation, but from a license or perspective, from the university perspective, it would be better to have the language then not have the language because the consequence if there is a breach, you know, for some reason, there's no insurance, you the license would not be in place. The other benefit is most of the time, this is used for field of use overlap, where there's concern because two licenses have now become competitive in the space of the licensed products. And one is painting within the boundaries of the circle and the other is painting much farther away from the boundaries of the circle. So exclusive for our patent rights or our copyright. You know, we could also be doing a non exclusive This is the area where we have choices not so much choices with the technical information that will go not exclusively but exclusively non transferable. This you know, points you back to the discussion you'll have at the back end of the agreement on assignment trends. For ability, change of control and all of that, but the term of art typically here is non transferable with or without the right to sublicense is important to state that can either be read in if it's an exclusive if not expressly withheld or not. We also find that expressly stating whether or not there's a subcontract right is something licensees prefer, it's not necessary sub licensing is necessary, unless you're intending it to go. If you're intending it to go, you don't need the exclusion. But it would be good practice to reference one of those or the other limited time for the territory in the field. And then the structure is that we would have, you know, the type of license, and what is it for the intellectual property rights, it's under the patent rights in this case, it could be under copyright, you know, whatever the defined IP term is. And then if it's patent rights, we have our magic words that otherwise 272 Oh, my God, I just forgot the actual statute reference, I've done this. So many times, it didn't roll off the magic words, that would be but for this license infringed to make you sell offer for sale, and import, and then we have to have made which we have seen through case law, we need to state expressly, if we aren't including, usually everyone's expecting to have it included, you know, it's only the high tech deals that we would probably not have that as a as an automatic assumption. So you know, have made would would typically be in that string. And then as we leave the patent rights, and we move down to the use of the technical information, same initial setup only, of course, non exclusive would be the typical best practice, then we have, what are we going to do with it, we're going to use the technical information. And then this is where we have the link to the payment aspect of what this agreement is about, we're going to use the technical information to develop, make sell whatever, you know, the operative verbs would be from what you've granted in a licensed product, you know, we're not licensing them the ability to use the technical information to do other stuff that isn't part of this transaction. And so linking those two things together is important. Next slide, please. 271 e one, I don't know where it was. The reserved rights are really essentially very core in the nonprofit world. And you know, the first bullet point is kind of the generic whatever we didn't give you were keeping that nobody cares about. The idea of providing notice, if there is a field or territory restriction allows there to be an embed, to sever an implied license defense, which can be severed, if there's written notice that there is no implied license. So that's why we typically see that in the agreement. But the second bullet point is really the key where the university is still going to be doing things, and research and development education. Those types of words don't usually raise the issues. But more often than not, if there is clinical use, if there's patient care, public service, unmet needs, things like that, that are addressed specifically, that could be part of a broader negotiation, we typically would also expressly say that we've got the right to transfer materials and to publish on those materials, not so much because we think we don't because those are typically not exclusively provided. But because there are often misunderstandings with licensees later, that can be expensive disputes to resolve. So while everybody's together, and again, aligned on what we're allowed to do, and what we're not allowed to do, putting that down expressly is important. Next slide.

Speaker 2  23:36  
Just real quickly, the distinction between subcontractor and sublicensee. Because there's a lot of words on this page, the key point to take home from that is a subcontractor is going to perform the activities for the licensee. So they don't have independent, right. So if you think about it, they're going to, you know, distribute, they're going to manufacture a product, your licensee will sell a sub licensee will have the rights of a licensee so they're going to make and sell a product that is their own. And so understanding what the pressures are in the various agreements, subcontractors, usually subcontractor rights usually don't create a lot of pressure in the agreement negotiation. sublicensees, especially in multiple tears, often create a lot of discussion in the negotiation. So understanding what we're talking about, and that there are two different kinds of actors there is important. Institutions vary on the amount of control that they want over the ability for licensees to go forth and sign these types of sub licensees and subcontractors up. Generally, we're expecting that however it's done it would be in an obligation and binding them consistently with the terms of the agreement, often not for not further transferable. You know, this is where you can stub license, but you can't do it through multiple tiers, unless that's specifically negotiated the sublease and may terminate when the agreement terminates or there may be other provisions in the termination section to address how they could survive if they're not there. Isn't the agreements terminating? The idea of third party beneficiary rights? That is something that a lot of institutions like expressly stated what that means is, if the licensee is doing nothing about a breach in the licensees agreement with the sub, then the licensor can step in as third party beneficiary and enforce those rights. Now, some of those rights exist as a matter of law. So whether we say it or not, but it's certainly a clearer connection to that contract. Right. And that equity, right if there's an express statement, as I said, institutions vary on whether or not consents required, I find that licensees are unaware of all of the pressures and pressure points when we're trying to figure out whether or not somebody is an appropriate sublicensee. I know they're looking at you know, are they do they have enough money? Do they have the resources? Are they not in a country where somebody would find objectionable, but we know as the institution, there are all sorts of other political and economic pressures that may make us need to veto. I was talking with one of my clients who said, you know, one of the buildings on campus that had been built by a sponsor was now that that entity that built the building was being sued by a licensee of the university with the University of Technology, and it was just a terrible situation politically for them. So you know, there are other factors where it and that's why we don't say our consent won't be unreasonably withheld, because I'm sure the licensee thinks it's not unreasonable. But in our world, the consequences could be quite an unexpected and unacceptable. affiliates. This is a real key point and then I'll move on the affiliates. We like to treat a sub licensees in the agreement. And the reason we like to do that is then all of the terms for you know how we're going to be paid how we're going to be protected, indemnified are easy to just track, we don't have to have multiple words that we shipped in and out. Licensees often like to separate these. And it's typically because there's not going to be payment of sub licensing revenue, it's easier just to carve that out from sub licensing revenue than to sculpt everything throughout the agreement. So that affiliates are treated differently than a sublicensee. So just you know, a preference, it can be done, it's a lot more legal work. And there's a lot more slippage and an opportunity for things to get misaligned with somebody practicing the rights, it's not responsible for honoring the terms of the agreement.

Unknown Speaker  27:21  
Next slide, please.

Speaker 2  27:26  
Catch my last slide. And then it's too bad. So we know that we have a lot of funded technology, government funding and state funding. And otherwise, the default is to have a funding clause regardless of whether the particular technology is funded. Because the technology in the future could be funded. And remember with by DOL, its conception, or first actual reduction, depress practice, that gives rise to the government rights. So the first actual reduction to practice could happen after the license is signed, and the government rights will flow in then after the effective date. So that's why even if it isn't funded, or addressed at that point in time, it could be that there'll be future funding for the technology that's protected by the patent rights. And it'll be triggered that way. Government's non exclusive license to practice and have practiced is not something that I think at this point in time, concerns people, I think everybody you know, worldwide is kind of comfortable with that. The substantial manufacturer requirement is one that we do sometimes have pause with, depending on what the business development plan is for the technology waivers can be sought. But you know, making sure that we're not making any kinds of promises right now waver time periods from my feedback is, is very extensively long. So you know, there really is a goal of the taxpayers paying for this work for the benefit of our US economy, economy. Okay, and now, I will take a break and pass it over to Ben to talk about all the cool financial terms and diligence.

Speaker 3  28:55  
Yeah, thanks so much, really happy to be doing the presentations, Dan, and thanks for autumn for the for the invitation. So I'm gonna go on to talk about some other aspects of the license agreement that we talked about, you know, the university sort of perspective in terms of wanting to stay in the technology developed into a product or service for the public benefit. But as an institution, you know, it's reasonable to expect, you know, fair value for the rights that have been conferred under the license agreement. And, yeah, that's part of the been part of this job really is you can sort of structure the financials in a variety of different ways, depending on what your what your licensing under the agreement. We've included some examples on this slide as to you know, some of the, you know, some of the common financials that might be asked for, you know, under a license agreement. Typically, there's some kind of fee that's paid Upon execution of the agreement. A licensed coder license, basically pay an upfront fee initiation. They're typically viewed as being paying a price to be paid by the licensee for access to the technology, you know, philosophically, if a company can't make a sort of reasonable upfront payment, then, you know sort of begs the question as to whether they're really going to be able to deploy the resources that are necessary to bring that, that licensed IP, you know, to market as a product or service. You obviously want to stipulate, you know, when that is going to be paid. And whether it's refundable or creditable, in most cases, it would not be you know, variably, a university is going to look for a royalty on net sales of licensed products. We put net sales or net revenue in here depends a little bit on what sort of the anticipated, you know, business model as a company, and whether there's actually going to be a natural sale or transfer of a product, or whether they're going to be generating income based on licensed IP, that you would want to capture under, under under that revenue. Not unusual to include kind of recurring payments under the license agreements, you know, annual minimum or or license maintenance pay, it's pretty common to see in the license agreement. As to when those become payable, that's, that's open to negotiation, a lot of universities will give a little bit of flexibility to startup companies for licensed maintenance tend not to kick in for a number of years. And sometimes those license maintenance fees go away, when the licensee starts selling a product and paying a royalty, you know, to the university. And if those amounts that have been paid again or be refundable, usually not. But if they're creditable Are they credible against, for example, the minimum manual or TOS for ongoing warranty obligations to the institution. I know that some universities will continue to have a licensed maintenance fee, even after a voltage become due on a product in part because of so that depends on what their their revenue distribution policy looks like. But the payments received from relatives on a product may only be shared among a sort of a subset of inventors on the license they pay. Whereas if you have a license maintenance fee that may be distributed across all the licensed IP, irrespective of whether it's actually being used in a product that is generating the royalty income. Obviously, with these payments, I think I'm gonna turn the one on one. So you know, when they're doing when they start in terms of milestone payments. We mentioned earlier that the technology is often very high risk, right. So perhaps it's not, perhaps it's unreasonable to ask for large cash payment upon execution of the agreement. But as the technology kind of moves through development, increases, then value, you know, hits, critical development milestones, I think it's reasonable for the university to expect to receive payments. And again, you'd want to stay when those payments are actually due. Whether that whether they're refundable usually not and whether they may be credited against any other payments. The panel but but penultimate bullet on here is we're talking about the institution receiving a percentage of non royalty, remuneration received by the licensee can think about that, as well as some people will turn that as like sub licensing revenue or sub licensing income. Where if the licensee enters into a deal with a sub licensee receive some value as a result of a sub license at the university as rights, that it would be reasonable that the institution receives a portion of those payments. And you can structure this in a number of different ways. But it's usually, you know, a percentage of that of that income. And what we see these days is parties are often looking for specific deductions, you know, from those Amounts received before the percentage is applied, to determine what the institution is entitled to. So for example, if the licensee is receiving payments for research and development, expenses that they might incur for further development of the technology, that institution would not receive a share of those percentages. Equity, we obviously see that a lot. I mean, a lot of the deals we do with startup companies, they don't have a lot of cash and if they do have cash, they want to use that product development and that's in our interest to right it's going to help the technology you know the development developed and ultimately come to market so often universities will will take equity and lower particularly upfront cash payments, but I've also seen equity come to bat in relation to other payments, that the licensee may have obligations to pay the institution as the technology progresses. Next slide. Okay, so net sales. This is a, this is a really important definition in the license agreement. We talked about the institution receiving, you know, a royalty on sales of products and understanding what the net sales is really. And so dictates what the denominator is going to be for that for that royalty calculation. So it's really important to to understand what is going to be wrapped into that net sales definition. So what sales are going to be considered in that calculation? So as an example, you know, the product is sold to affiliate or are transferred to an affiliate or sublicensee Is that transfer going to be considered in other renumeration received for that going to be included in the determination of net sales? Are you going to expect to receive a royalty on the sales that subsequently done by the affiliate or the sublicensee, to the ultimate, so the end user and user for the for the technology? So in terms of determining timing for Windows, net sales, you know, accrue not that's that's often another point and sort of negotiation, you know, where the licensee, typically University will look for it to be, you know, the first to occur of an invoice, or the full for the sale or receipt of payment. You know, if you're in the licensed issues, you probably don't want that, that obligations parent royalty on amounts that you've invoiced for, but you haven't received payment, you frequently hear that from startup companies. We've spent a lot of time talking about that. But there's there's there's some very strong rationale for why you would want the net sales to essentially accrue are the first to invoice oversee the payment. A lot of institutions will warn that accounting to be done in accordance with with GAAP generally accepted accounting principles. And those would define a sale as being the time in which the product or service is considered delivered performance performance of any obligations that complete. And so that's when you would want the net sales to essentially be to be counted. under that definition, there'll be a whole set of specific set of deductions that the licensee can take out of your gross consideration before before they actually made the royalty payment. And those should be clearly articulated in in in the contracts. You can say that there's sort of standard things that the southern netted out like sudden discounts, refunds, shipping costs, cash and quantity discounts are just examples of that. But that should be looked at very carefully, because obviously, that ultimately is going to impact the total of the net sales and will materially impact what you actually receive a royalty on. You should address non cash consideration as well. Some institutions will take the position that you know, the licensee can't receive non cash consideration without the the approval of the university. But if if you're going to count non cash consideration, how is that going to be valued? And that should really be articulated in this definition. There may be adjustments that go that come into play as well in relation to in relation to that net sales calculation. So a good example would be we have what if the technology is going to be

Speaker 3  38:57  
the product based on your license IP is going to be bundled or combined with another with another product? So how how are you going to determine what portion of income received for sale of a combination product where you're licensed product is just one component of that, how is that going to be calculated? That is often featured in the definition of net sales. And obviously the other components of the agreement that may speak to other royalty adjustments. So for example, adjustments based on a licensing needing to secure licenses from third parties to avoid infringement for the manufacturer use input of the licensed product. That is, that is an adjustment you've recorded a week when you get requests for starting the therapeutic space also see requested adjustments or if there's generic products that come on to market and then kind of encroaching. So these all these are all negotiated terms in the agreement, I think From a university standpoint, part of it is understanding when you have these adjustments is having some, some understanding of what your flow is going to be. So there's some sort of guaranteed amount that you know, you're going to be entitled to. Next slide.

Speaker 3  40:19  
So I really like I really like this slide, because I like the concept of striving for symmetry between the scope of rights to your, your licensing. So we talked about the scope and the grant clause. And the definition of licensed products and licensed products is we did the agreement in all the places where you're going to receive financial, there's risk component to it as well. But finally, for financial consideration, so you want to be sure that the, the two are tied together appropriately, so that you're not providing a scope of rights that could result in a licensed state, selling a product for which you're not entitled to your warranty. So they're still operating within the grant of rights, but your licensed product definition is, is narrow. And I think a lot of the time when we're negotiating, particularly with startup companies, where it's evolving and evolving business model, you know, I would caution people to think very carefully about that definition, a licensed product. And just because it seems to match with what the licensee is doing right now, it doesn't mean they're going to be doing that in 10 years time, it doesn't mean that that's going to be the same license product that a sub licensee is selling, it doesn't mean it's going to be the same licensed product that is going to be sold when the company is acquired. And your technology is now being utilized by you know, a much larger company that has, you know, other other ideas for how the technology could be deployed. Yeah, net, so should be calculated on worldwide sales against along with the products transferred or performed as a licensed product into new countries. So you know, if your rights are being exploited in a territory, and again, I'm focusing on patents where you have Pam protection. It's reasonable, I think, for you to receive a financial benefit for sales of that product, irrespective of where that sale actually occurs. So if you have rights that are limited to the United States, and your product is manufactured in the United States, you should collect a watch on sales in the US, you should also collect a royalty on sales and products. globally. We've touched on that a little bit before as to the definition of net sales and its importance. But obviously, if you if you, if you if you narrow that definition of net sales in any way, it's going to materially impact what you potentially going to receive our royalty on. The last bullet on here is an interesting one. You know, we talked about the definition of licensed products earlier, and Pam had some sort of exemplary language in there. This thing was not in there. But I've seen it years before where, you know, a licensed product is something that would be considered a licensed product, sort of bought for the license and manufacture you sell imported that product would infringe a valid claim of the patent rights. There's a caution in here as well. But if you're going to rely on that block for an infringement definition, there's a couple of things to think about. You know, are you expecting to collect finances if the product is covered by a pending claim? That's one piece that you would need to address to ensure that you are going to collect payment. But another piece to consider is particularly with respect to products in therapeutic and min device space, where there is a you know, under hatch Waxman there is an exemption from infringement if the product is essentially been developed, where the data is going to be submitted to a government as part of our regulatory and regulatory application. So if you have a milestone, for example, for a particular point in clinical development for a licensed product, like submit, you know, human ever first patient in a phase two clinical trial, if you have that buffer infringement that comes in that you could have a licensee argue well I'm in the safe harbor I'm not infringing, so it's not a licensed product, so I don't need to make the payments. Next slide. These ones should be should be quick and it goes through. You know, obviously it's day week if you're a US university where you want to receive your payments in and US dollars if the license says receiving payment in a foreign currency, you should stipulate in the agreement, the the time when the conversion is going to be made to US dollars, and what is going to be sought, you know, are they going to use like the Note, or they're going to use the Wall Street Journal, for example, like published exchange rate is that should be stipulated in the contract. If a licensee is late on payments, you know, we're we're not a bank, we're not lending money, there should be interest applied to those late payments. And you should stipulate what that is in the contract. These, the way it's typically done is it's the it's the prime rate, plus additional percentage on top of that, it shouldn't just be the prime rate. Again, we're not we're not, we're not in the business of loaning money. And there should be some sort of punitive aspect to this late payment as to when this when this interest is going to be applied. And there's usually a qualifier in there as well that it can't exceed the maximum amount is permitted under under understand the state law. Taxes comes up, you know, typically, an institution will take the position that any payments that are made should be free and clear, and without any deduction of any taxes. But some foreign entities are required to net out withholding taxes from royalty payments. And so you may want to build in language about, well, how are the parties going to work together to ensure that the university basically gets the money it's entitled to and there's, there's mechanisms, there's mechanisms to do that. Next slide. So now we're in an environment outside of that, the financial piece and, and the non cash consideration under the license and, you know, keep turning University licensing, it's the products and services based on the University of Technology brought to market in a in a diligent fashion. And this is particularly chair and exclusive licensing arrangements. So many universities will have a requirement that the licensee provider a development plan for the technology, Upon execution potentially updated on an annual basis. But in addition to that, having specific diligence milestones that needs to be met in the license agreement, to sort of pre pre agreed upon, you know, set of days, that will cause the licensee a lot of consternation, I mean, let's be candid, they don't know what's going to happen. But I think as an institution, kind of worst case scenario is really the license of technology. And the license does not think wedded and it sits on a shelf. And that's really tough to no one's benefit, and is very frustrating for the university and very frustrating to the to the inventors. And so if the, if the technology isn't been developed, the university probably going to look for some ability to have those rights revert back to the institution or a reduction in the scope of the license. We've seen this before as well, I think particularly when you're licensed and startup companies that are looking for, you know, all fields license agreement, and it's difficult to anticipate what the you know, what the full scope of this is. So that's an important an important and important piece than university, you know, in terms of, you know, global access needs. This is this is an interesting one, I think there's sort of universities that become sort of very sensitive to in terms of ensuring that the technology is actually going to be developed and, you know, brought to market to support kind of like, in like, sort of a particular sort of needy groups or countries. And, in fact, what we're seeing more frequently, I think, concern funding agencies is actually requirement we build this sort of into our license agreement to ensure there is particularly Global Access and you know, in developing countries for these for these technologies.

Speaker 3  49:21  
The dispute resolution pays specific to breach intelligence obligations and interests in my messaging is this is coming up more and more where, you know, a license the does not want the university to be able to, you know, put the company on notice for failure to meet a particular diligence timeframe for developing for developing and technology. And so, you know, we put them on notice of breach, they have like 60 days to cure, they don't cure, we yank the license. You know, they want there to be some kind of like escalation mechanism around that particular issue and what shape or form that might take can be very bad. I mean, you could go it could be a dispute where solution that goes up to, you know, more senior people within the company and the university to resolve that. Certainly some situations where they've asked for things to go to arbitration or mediation, and you know, as universities have different set of perspectives on whether that is a reasonable way to, you know, to address those, those potential issues. But I think the take home really is these things, you don't want them to be open ended, you legitimately need to be able to, you know, retrieve the rights and the situation where the technology is not being developed. And there's other ways to kind of approach this, as well as some of the issues that are brought up, like, you know, mandatory sub licensing and the like, but probably not the time to go into detail on that today. Next slide. Reporting, you want to have licenses to report on what's going on, we're not just handing the technology over and you're sitting on sitting back and just waiting for sort of payments that come in, we want to understand that that, you know, that the technology is kind of, you know, being developed, you know, so it's most university licenses have some reporting requirements. Obviously, you want to stay what the frequency is of those, and specify what content is, and or who's going to provide their support and whether they need to be certified by you know, someone senior within, you know, within within the management of a company, you probably want the report whether or not payments are being made. And there's a couple of bullets on here about I think things that are important to understand, you probably want confirmation as to whether the entity you might know they're a small business firm at the time to review the license, but not necessarily in the future. This is important information to know from by DOL compliance perspective and reporting to the federal government if you know what you've licensed is essentially a subject invention. And you probably want confirmation as to whether the licensee and really all the sub licensee, if they've licensed it down is is is a large entity or not. You know, we do a lot of deals with startup companies that would qualify as as small entities. And so if we've licensed institutions rights to those entities, they are small entity, okay, we can continue to play small entity fee with the US Patent Office. But if those rights have been over the licenses to become a larger entity or its license those rights to a sub license to a large entity, you're going to want to know that status so that you can pay the correct fees with the patent office. Last thing you want to have happen is, you know, a claim of inequitable conduct with the patent office with respect to your patent rights, because you've not contained the right foods. Next slide.

Speaker 3  52:40  
Records and audits. Again, these are sort of pretty sort of standard provisions to have, you know, in in an agreement and expecting the licensee to, to keep to keep continuous, accurate and complete records on you know, how they, how they develop the license, product products, you know, have they entered into joint venture agreements, collaboration agreements, they should, they should keep records of that for a fixed period of time. And obviously, what that what that number of years is, is is a point is open to open to negotiation. And trust me verify, you know, you may want the right to be able to go in and actually, you know, audit the financial records of their company with respect to the payments that are owed to the institution. under that agreement. You know, whether you have a right as an institution to do that, or it's using a third party auditor to do that, that should all be all laid out in the agreement. You know, the frequency of that the location becomes particularly important if your licensee is multinational. You don't want to have to be going sending your own team overseas to do that. You want to be able to do it in the US location. And you want to kind of stipulate well, what's the penalty associated with with underpayment? We obviously talked about interesting play to to overdue payments, but also who pays for the audit. And it's not unreasonable again to to expect that the licensee pay for the audit if the underpayment is above a certain percentage of the total amount and that would be that would have should have been paid under the license agreement. And you know, when do you next if there's an if there's a significant underpayment? When do you get toward it again, you may want to not wait another year before you audit our Lord and our records. We could spend the whole weekend spent a lot of time talking about best practices with respect to auditing. All I will just say is that I think it is good practice. When you have a license that is starting to be royalty bearing that there is just an audit as a matter of practice. It's done upfront to ensure The first few payments that you're starting to receive the licensee is doing it correctly. Yeah. Are the net sales being calculated correctly? Are they taking deductions when they shouldn't take deductions to doing that early is important. And then also thinking about when revenue reaches a certain amount also, again, good practice to be doing auditing. And if you do that for all of your licensees, then they're not going to feel like they're going to be there being sort of singled out. Next slide.

Speaker 3  55:33  
And are conscious of timing and trying to whip through these. But obviously, an agreement in terms of the licensed IP, you're going to want to sort of stipulate who is who is who is managing the IP. Yeah, typically the institution is going to with respect to patent rights, and copyright is going to it's going to manage the the filing, registration in the case of copyright, prosecution and maintenance, I'm going to talk a little bit about defense in enforcement in one of the is one of the subsequent slides, licenses are typically going to want to be able to have particularly an exclusive license be able to have visibility into that. And that's not unreasonable and be able to provide comments and will reasonably reasonably consider. Licenses, though, are typically on the hook for reimbursing the institution for those expenses associated with seeking patent protection. And you want to lay that out in the contract as well. It's typically for historical expenses and ongoing expenses. If you have multiple licensees, we've obviously seen requests for pro rata sharing upon expenses. And again, that's that's, that's not unreasonable. But if the licensee doesn't support the filings, it needs to be a mechanism to be able to drop that out of the license pattern, right. And if they're not paying, they don't get a license, you know, they don't get a license to those rights. You may also want to build in mechanisms for advance payment as well. You know, particularly if you've got entities that, you know, cash strapped, you probably don't want to do a broad national face filing, without having the money in hand, you'd probably don't want to rely on that contractual obligations, having a mechanism to request advance payment is a is a good one. With respect to therapeutics, we touched on this with with the supplementary protection certificates, but also Pantone extension. These are valuable mechanisms to potentially extend our patent for products where they're going to have to go through some kind of like regulatory approval, there's going to have to be clinical studies, there's ways to get extensions to patterns, we spend a lot of time talking about this, and probably don't have time today, but important in the contract to lay out how that is going to be how that is going to be worked out between the parties, because there's some there's some complexity there. You know, in terms of who submits which partner is actually selected for that. And there's some interesting case law developing around this as well that I think we're going to need to think about very carefully. There's a marking requirement that the license that a university will typically ask for, whereby you're requiring the licensee to place in a conspicuous location or tap notice on any licensed products that are made, used, imported or sold. If there's not marking that can have ramifications from a damages standpoint, so that's really important that you impose that obligation, you know, on on the license there. generally don't get a lot of pushback on the app. And it's there. Obviously, some questions brought up sometimes about where that market should be, depending on what the product actually is. Next slide. Okay, it's last summer. So I guess focus here on pan right, and try and cover this in sort of a sort of succinct, succinct fashion. It's this really important part of the agreement, if licenses securing ever licenses securing exclusive rights at the Pan rights, they're going to want to be able to know that there's the benefits of that, right. They can exclude other people by enforcing the AP. And so this provision sort of lays out how infringement is going to be handled between the parties. Typically, what you see is there's sort of reciprocity around an obligation to notify the other party if they become aware of infringement or potential infringement, and a period of time when the parties come together and talk about what they're going to do. And can this be resolved without bringing infringement suit, which is incredibly time intensive and expensive. Even if you're the university and you're not covering the cost, you get sucked into an infringement suit. It's gonna be a massive time Jane for the institution. That's that's just a reality. So figuring out if there's a way to resolve it without bringing an action, you know, is is is is important. I'm not gonna speak for universities, but often the exclusive licenses sort of put in the position where they have the first right to bring a suit. And that clause is going to kind of lay out, you know, to what extent the institution, the University licensee can, you know, voluntary join that suit or invite a boy come in voluntarily join, you know, what happens in relation to the costs associated with that licensee would typically be paid picking up the tab, but, you know, if the institution needs to engage his own counsel to be represented in the litigation, who's gonna pay for those costs. Obviously, if there's a recovery, the agreement will allow how that is going to be distributed by the parties. And that can be that can be sort of heavily negotiated. If the licensee doesn't bring the suit within a fixed timeframe, as well, you're probably going to want to lay out at the university has the ability to bring a suit, and again, that will probably change the, the the agreement around who's actually going to cover the cost of that suit. And again, what's going to happen with the, you know, with the recoveries with respect to the licensee enforcing the pattern, you know, if they're in the driving, see, they're gonna want to understand what parameters are, the parameters are, are around the settlement. And as a university, there's probably things you want to be careful about, not giving them carte blanche to settle any, any infringement suit, and then there's going to be a subset of things that you're gonna want them to come to you for approval before they before they settle. So for example, I mean, the asset here is the universal intellectual property, you're not going to want them to send lawsuit in a way that, you know, that impacts the validity of the claim, shall we say, without coming to you first and making sure that's okay. No waiver sovereign empowerment. I talked about this one the other day, you know, sovereign, and it's an important issue. You know, particularly if you're if you're a public, insecure state institution, you know, sovereign immunity, is there a mechanism as my understanding that allows sort of the state institution to avoid having to kind of defend itself in state or federal court? If you agree to join a lawsuit in advance as a state institution, you may be waiving your sovereign immunity with respect to this particular litigation. So Pam should correct me if I'm wrong. But as an example, if you agreed to join a suit, in advance in the agreement, and you're a state institution, you could be construed that you waive sovereign immunity, sovereign immunity. And if let's say there was an IPR, you could not as a state institution rely on that sovereign immunity to avoid the IPR. But Pam should chip in if I miss misstated that.

Speaker 2  1:02:52  
I think that's the fear. And I think in a lot of cases, the tech transfer office doesn't have the right to waive sovereign immunity on behalf of the institution. And so, you know, generally this section is caveat it with, you know, we're agreeing to this to the extent we're not waiving our sovereign immunity. Yeah.

Speaker 3  1:03:09  
And the last point is really important, I took a skip over this, this was this was actually come to bear like earlier on in the process. But in, in, in, in, in the contract, you know, I know an exclusive license agreement. And the way that universities structure these agreements, there's a high probability that the exclusive licensee does not have standing to bring that suit without the participation of the university. And this often ends up being a point of negotiation where the licensee will say, you know, well, if I need you for standing purposes, you're going to agree to join this suit. And he'll be institution dependent as to whether that is something you can agree to agree to up front and whether you want to whether you want to agree to that. Even on this enforcement piece as well, there may be other circumstances where you want the right to be able to veto this thing. Or at least have a conversation first An example would be is if you licensed it exclusively, within distinct fields, you've basically got two interested parties here and so a party a wants to enforce this do that could potentially jeopardize the the asset that is you've licensed exclusively within a completely different super another party. So you need to think about that broad cap in terms of how you structure this provision. Excellent. Okay,

Speaker 2  1:04:38  
I'm gonna I'm gonna zip a little bit here. I don't want to be taking everybody from their lunch and talk real quickly about reps warranties and disclaimers in the university perspective. This should be a short discussion, because we're not going to make any and we're going to expect the licensee to make some, but just to give you a little bit of perspective, the universities are are looking at representations and warranties usually as to distinct things, they are legally different definitions. representation means something's true as the day a warranty means that will continue to be true each day of the agreement. And in many cases, especially state institutions, they don't have the ability to commit to those future types of obligations. In the event that university is going to make a representation and warranty, this is something that would be worked out closely with counsel. You know, there are definitely guidelines around this, you know, whether it's, we have the right based on assignment from our inventors. There was a question about, you know, why not exclusively agreeing to license the know, how can you imagine being able to say that you have the exclusive rights that you've, you know, extracted from your professor to provide to accompany I mean, it, it operationally seems impossible that you could make that kind of statement. So we typically would, if we were to make representations and warranties limited only to the patent rights. Again, we're not trying to explicitly grant those that know how, because it's in someone's head, with the licensee, you know, very key and very uncontroversial that they be a legal entity. This is helpful when they no longer are legal entities and we've got Debbie licensee, we can't seem to get out of the transaction with with clarity, that they have the ability to execute and perform the agreement and are complying with applicable laws, the remedy if there's a breach of a representation and warranty is different than a breach of a mere covenant, the rest of the terms of the agreement. And so that's why we care about having the licensee held to a little bit of a higher standard here, because we have the ability to rescind the agreement, we have other damaged REITs. If they breach this section, this is considered like without a doubt material breach if there's a breach of these types. Next slide, please. So third party claims, we as an institution are trying not to enter into any agreement where we incur a loss, we may not do a great financial deal, we may break even. But we certainly don't want to have to explain to the institution how we are now going to have to write a check, because some third party is suing us based on the activities of our licensee. So we're asking the licensee to cover us for whatever they do with the rights that we're giving them. If there's product liability, if it was negligence, whatever it is, essentially, to the extent that you're exercising the rights, and that can be listed in a number of different ways. You're going to cover the institution and its trustees and its students. And the whole accessory crowd that we run with that insurance is that's going to be backed up with insurance, because the assets of the institution are on the line here we can't count on especially a startup company being sufficiently capitalized to backup the indemnity without an insured party. So this is not a system of self insurance, typically, that we would agree to, maybe there's some rare cases, but generally, there's going to be actual insurance sufficient to ensure the risks and you know, specific terms of that each institution kind of has their own shortlist of what they need to see there. And then the institution being named as an additional insured. Next slide, please,

Speaker 3  1:07:59  
to then switch over to me. So, yeah, I think this is the last one more. So, um, um, in terms of terminations, obviously, you know, you know, key key in a license agreement. So, you know, what are the, you know, what are the mechanisms by which the, the parties are able to, you know, terminate the license agreement. You know, last button here talks about election by licensee, typically, licensees have an ability to terminate the license agreement just upon advance written notice to the university. But the conditions under which a university can terminate a license agreement are usually much more limited. Typically, there's a mechanism to terminate for, you know, an Onkyo, I'm killed breach. So there's obviously sort of a mechanism around that in terms of putting the other party on notice and the period of time you have to kill that breach before the agreement is terminated. insolvency, this is obviously like, comes up along with sort of startup companies, although I think the qualifier now about the bankruptcy code is an important one, you know, while we all put in language around this, around this ability to terminate in the case of insolvency, but, you know, from a practical standpoint, that can be actually pretty difficult to enforce that provision, sued by a licensee or university or a supine licensee at the university, it seems to be a reasonable cause for the for the university to be able to terminate the license agreement. And then obviously, as part of that provision, you want to be very clear about you know, what are the what are the provisions that survive termination. So what are what are the rights and obligations of both parties upon the agreement going away? Next slide. Just me as well.

Speaker 2  1:10:01  
You know, I'm happy to jump in, I think we kind of covered this with what I had said earlier choice of law is really different than venue. And those can or can't be modulated especially by state institutions. We want to state whether or not attorneys fees can be saw in the event of an enforcement action. In many states, it isn't at least preserved that right is waived. And then, you know, the variations on ideas for dispute resolution. You know, I'm a big fan of the WIPO arbitration and mediation programs or expedited arbitration program as a cost containment, they have stuff on their website for a clause that you can drop into the agreement if you're interested in using them for mediation or arbitration. But there are other options. You know, and I think we all have our preferences, but institutions themselves have made a decision at counsel's office level, usually whether or not arbitration is even an option. So I think that's probably it. And I hope I covered the q&a question I believe I did. So if there are any other questions, I know that we've got three minutes. Or we can just wrap it up, and certainly a pleasure to present with you, Ben. Likewise.

Speaker 1  1:11:11  
Matt, and Pam, thank you both so much for leading such an informative discussion we'll give them we'll give folks a moment just to see if there's any additional questions that gets submitted through the q&a. Any final tidbits words of advice, or kind of big takeaway that either of you would like to impart before we say, Goodbye this afternoon? I know that was a ton of information. So you can probably just say, listen to it all again.

Speaker 3  1:11:36  
Now, we covered a lot of stuff. I mean, I think it's, you know, it's tricky. It's tricky there. Go Go. Go deep on on everything I'm missing. Some of these could be covered as to the individual topics were for a webinar, providing a reasonable overview.

Speaker 2  1:11:56  
And I do believe the slides will be provided. And, you know, how great is it that we get to spend our days doing license agreements? You know, I mean, there are there's tons of complexity with all that. But that just means we have technology people want. And I think we're, you know, we're really lucky to do what we do. And it's certainly an enjoyable and, and thought provoking topic that if you have follow up questions that we didn't cover today, feel free to reach out to either of us, I know Ben, as well, we'd be happy to take them offline.

Speaker 1  1:12:27  
Well, with that I will keep us all on time this afternoon. So I know everyone is busy, hopefully heading into Labor Day weekend. On behalf of autumn. Thank you again, and Pam and attendees. Thank you for your attention and for joining us today. As a reminder, the recording of the webinar will be available for viewing on the Online Learning Center within a few days of the event and is included in your registration. And the slide handouts will also be posted there. So you'll have access to all of these resources and information. And please don't forget to complete the evaluation which will open automatically when you close out of this session to help us serve your needs in the future. So with that, again, thank you all so much, and I hope everyone has a great rest of their afternoon. Thank you.

Unknown Speaker  1:13:09  
Okay, well

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