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Nels Pearsall will lead a roundtable discussion at the LES Annual Meeting in San Diego!

Nels Pearsall will lead a roundtable discussion exploring a practical question in licensing: What happens when the information underlying a licensing agreement proves to be incomplete or inaccurate? Whether it involves exclusivity, product safety, regulatory approvals, or other key representations, these issues can significantly affect the value of a deal. This discussion will focus on how to identify these risks, structure agreements to better address them, and avoid costly disputes down the road.

Nels looks forward to an engaging, interactive discussion and hearing different perspectives from fellow licensing professionals.

Roundtable Abstract:

Licensing agreements routinely allocate technical and regulatory risk but rarely account for the economic consequences of incomplete information. When representations about exclusivity, safety, provenance, or regulatory status prove inaccurate, disputes become questions of economic overpayment rather than simple breach. This session applies price‑premium and information‑asymmetry concepts to real licensing structures, showing how milestone payments, indemnities, and clawbacks can be calibrated to actual risk transfer. Through an annotated agreement exercise, attendees will identify where value assumptions fail and how contract structure can reduce post‑transaction conflict. The emphasis is on translating damages theory into practical deal design rather than retrospective litigation analysis.

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