Almost without exception, the parties to a technology transaction arrive at the negotiating table with the same primary goals in mind: namely, to make as much money as possible (whether through direct payments to the transferor by the transferee, or through the exploitation of the technology by the transferee) while at the same time taking on the fewest risks. It is this balancing act, or in some cases, tug of war, between risk and reward that characterizes nearly all decisions made during negotiations. In this sense, one might argue that all terms and conditions of a technology agreement are “financial” terms. In other words, issues such as warranty provisions or indemnities should not be viewed in isolation from decisions regarding price and timing of payment.

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