Drafting of agreements and licences
An industrial property right may be the subject of an assignment or of the granting of a licence for use. An assignment is a total or partial transfer of rights. A licence is an instrument which grants for a finite duration a right of use which may cover various intellectual property rights, know-how, even if not patented, and other rights relating to intangible assets.
In the case where an application specifies plural owners, it is desirable to provide a co-ownership agreement which governs everyone’s obligations
A licensing agreement or an assignment agreement must be in writing and must be registered in the appropriate National Register at the I.N.P.I.. These formalities must also be accomplished at the national or international offices in order to make the instrument enforceable against third parties.
Our firm is authorised to assess the sale price of an industrial property right or to recommend the amount of royalties to be paid depending on the technologies and the territory of use. We are authorised to undertake a valuation of a patent, a trademark or a copyright…
We therefore assist you with the negotiation, drafting and registration of assignment, licensing, technology-transfer, confidentiality and know-how agreements in France and overseas. We can draft manufacturing, distribution or franchising agreements.
Valuation and transfer of contracts
Today’s industrial world is constantly changing. LE GUEN & ASSOCIÉS assists its clients with valuations of their intangible assets, performing audits and financial evaluations in relation to their know-how, their industrial property rights and their software on the basis of methodologies that are recognised for their relevance.
In addition, LE GUEN et ASSOCIÉS assists its clients with business negotiations and makes its clients benefit from its many years of experience in contracts drafting, in particular with respect to licensing, assignments and co-development agreements.
Tax credits and taxation matters
Research Tax Credit (CIR): The purpose of Research Tax Credit is to enable companies which invest in research and development to obtain a tax credit equal to a proportion of the amount spent. In this way, the legislator hopes to encourage investment in France in high-added-value technologies and to prevent relocations outside of France.
What are
the criteria for talking advantage of it?
It applies to companies that are subject to corporation tax and to income tax in relation to industrial and commercial profits.
Research Tax Credit covers the following activities, without business sectors limit:
- Basic research: the acquisition of new knowledge by solving technical problems on a theoretical or experimental basis,
- Applied research: the application of the results of the basic research,
- Experimental development: putting into production items which have been discovered by virtue of basic and applied research, by creating prototypes and pilot facilities.
To benefit from Research Tax Credit, the research and development must relate to technologies which do not exist in the state of the art. They must therefore be novel in nature, in a manner similar to novelty with regard to patents. However, the mere filing of a patent
does not on its own establish eligibility for Research Tax Credit. It must be validated by the I.N.P.I. or the E.P.O. The research expenses must be incurred within the European Economic area and be taken into account for the purposes of calculating the profit subject to corporation tax or income tax.
Which
expenses are covered?
Many expenses are covered, provided that they are related to the research and development process. The following list is not exhaustive:
- Salaries and remuneration supplements for staff assigned to research (with the salaries of young doctors being doubled in the calculation for the first two years of their employment),
- R&D expenses: costs associated with patents (filing, defence), research outsourced to public institutions (multiplied by two in the calculation) and research institutions approved by the Ministry of Research,
- Operational expenses associated with research: buildings, operational costs
- Technological monitoring expenses up to EUR 60,000 per year
- Depreciation expenses relating to patents.
- Insurance relating to patent protection up to a limit of EUR 60,000 per year.
All evidential documents must be able to be presented to the tax authorities on request
How is Research Tax Credit calculated?
Research Tax Credit provides a tax credit equivalent to the following amount:
- 30% of the amount of research expenses up to a limit of EUR 100 million,
- 5% of the amount of expenses above EUR 100 million
Public research subsidies received must be deducted from the basis for the calculation of the tax credit. The remaining amount of the tax credit can be carried forward for three years. If part of the tax credit still remains at the end of this period, it is reimbursed by the tax authorities.
This can therefore constitute a substantial amount, in particular for innovative companies. It is therefore essential to take it into account in the budget forecast for the research project, and to ensure that the criteria are effectively met in order to avoid any nasty surprises when the tax demand is received.
Consequently, the tool of the advance ruling procedure is particularly useful for the purposes of obtaining assurance that a project may benefit from Research Tax Credit. If the tax authorities do not respond within a period of three months, the opinion is deemed to be favourable and can be relied upon vis-à-vis the tax authorities.
A specific 2069-A-SD declaration must be provided to the tax authorities at the same time as the tax return.
