**NASA Goddard Space Flight Center**

**Part II: Outline for Development/Marketing Plan**

**Notes:**

1\. Only submit *Part II: Development/Marketing Plan* if you have
already submitted *Part I: License Application Business Terms* and NASA
has requested this information.

2\. Addressing the following areas in as much detail as possible will
assist NASA in making a reasonable determination as to the company's
qualifications to successfully implement technology transfer.

3\. All information submitted in the Development/Marketing Plan will be
maintained [in confidence]{.underline} by NASA and will
[not]{.underline} be subject to disclosure under the Freedom of
Information Act.

4\. The Part I: License Application Business Terms and Part II:
Development/Marketing Plan will be included in any resulting license
agreement.

**Development Section:**

1.  The company's mission.

2.  Stage of the company's current development of the technology or
    similar technology.

3.  The time required to fully develop the technology to obtain a
    commercial product.

4.  Milestones to be reached for each phase of the development. Include
    the resources to be committed in each phase.

5.  The company's investment in financial and other resources (e.g.,
    facilities, personnel and time) to develop the technology.

6.  The areas of use that the company intends for the technology.

7.  How the company intends to finance the development of the
    technology.

8.  Whether the company is teaming with others for the development. If
    so, indicate:

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i)  Who the other partners are.

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9.  Prototypes to be built.

10. Testing to be done and by whom.

11. The current products of the company.

12. List any licenses previously granted to the company for any
    federally owned inventions, including the extent to which they are
    being practiced by private industry and/or government and the extent
    to which they are commercially available.

**Marketing Section:**

1.  How the technology will be marketed (e.g., distributors, sales
    representatives, catalogs, seminars, conventions, demonstrations,
    etc.).

2.  Resources to be committed to the marketing of the technology (e.g.,
    time, financial, facilities, personnel, etc.).

3.  Manufacturing facilities to be used to produce the product (e.g.,
    in-house, contractor, etc.), including their geographic location.

4.  How the manufacturing and marketing of the invention will be
    financed.

5.  What market areas will be targeted (list in priority order).

6.  What geographic areas will be targeted (list in priority order).

7.  Include any brochures showcasing the company\'s existing product
    line.

**Financial Section:**

1.  A copy of a financial report (e.g., Dun & Bradstreet report) or
    company annual report.

2.  A 3- to 5-year projection of expenses and income as they relate to
    the technology to be licensed from NASA. See Attachment A for a
    sample/template pro forma income statement (preferred format).

3.  Attach term sheet outline of the proposed business terms, including
    type of license sought and royalty rates and fees. See Attachment B
    for a sample/template term sheet.

**ATTACHMENT A -- SAMPLE PRO FORMA INCOME STATEMENT**

**Data presented here are for illustrative purposes only**

  --------------------- --------------- --- --------------- --- --------------- -- ----------------
  **Company Name**                                                                 

                                                                                   

  **Assumption Values                                                              
  For Profroma**                                                                   

  Use appropriate sales                                                            
  unit measures and                                                                
  pricing values.                                                                  

  Provide definition of                                                            
  a unit (by the foot,                                                             
  pound, item, etc.)                                                               

  **Licensing and                                                                  
  Royalty Values**                                                                 

  Licensing terms and                                                              
  royalties are all                                                                
  negotiable. Sample                                                               
  values ONLY.                                                                     

                                                                                   

  **Item Year:**        **1**               **2**               **3**              **Subsequent
                                                                                   Years**

  Minimums              \$50,000            \$70,000            \$100,000          \$140,000

  Upfront Licensing Fee \$25,000                                                   

                                                                                   

  **Item Level:**       **1**               **2**               **3**              **Final Level**

  Thresshold (in units) 0                   201                 501                1,001

  Royalty               10%                 11%                 12%                13%

                                                                                   

  **Item Year:**        **1**               **2**               **3**              

  **Market or Product A                                                            
  Income**                                                                         

  Units per Year        50                  60                  72                 

  Price per unit        \$10,000            \$10,000            \$10,000           

  Revenue               \$500,000           \$600,000           \$720,000          

                                                                                   

  **Market or Product B                                                            
  Income**                                                                         

  Units per Year        10                  12                  14                 

  Price per unit        \$7,000             \$7,000             \$7,000            

  Revenue               \$70,000            \$84,000            \$100,800          

                                                                                   

  **Market or Product C                                                            
  Income**                                                                         

  Units per Year        20                  24                  29                 

  Price per unit        \$6,000             \$6,000             \$6,000            

  Revenue               \$120,000           \$144,000           \$172,800          

                                                                                   

  **Total Income**                                                                 

  **Total Units**       **80**              **96**              **115**            

  **Total Revenue**     **\$690,000**       **\$828,000**       **\$993,600**      

                                                                                   

  **Expenses**          generic                                                    
                        assumption was                                             
                        used for cost                                              
                        as percentage                                              
                        of revenue, use                                            
                        realistic                                                  
                        equation                                                   

  **Total Costs**       **\$345,000**       **\$414,000**       **\$496,800**      

  Royalties                                                                        

  Based on Revenue      \$69,000            \$82,800            \$99,360           

  Up-front Licensing    \$25,000            \$0                 \$0                
  Fee                                                                              

  Minimum Required      \$50,000            \$70,000            \$100,000          

  **Actual Royalty**    **\$94,000**        **\$82,800**        **\$100,000**      

  **Profit after        **\$251,000**       **\$331,200**       **\$396,800**      
  Royalty**                                                                        

  Profit Margin         36%                 40%                 40%                
  --------------------- --------------- --- --------------- --- --------------- -- ----------------

**ATTACHMENT B -- SAMPLE LICENSE APPLICATION**

**NASA Goddard Space Flight Center**

**Part I: Licensing Application Business Terms**

NASA has the authority to grant licenses pursuant to 35 USC §§207-209.
NASA follows the regulations set forth in [37 CFR
§404](http://techtransfer.gsfc.nasa.gov/downloads/37CFR404.pdf). All
NASA licenses are individually negotiated and each license contains
terms concerning technology transfer (practical application), license
duration, royalties, and periodic reporting---information that
constitutes the business terms of the license.

The license application process takes place in two stages to expedite
the license agreement negotiation process. This document constitutes the
first part of the process, the *Part I: License Application Business
Terms*, which contains the proposed business terms. Once the information
contained in this document (*Part I: License Application Business
Terms*) is agreed upon by NASA and the potential licensee, *Part II:
Development/Marketing Plan* will be requested by NASA and must be
submitted by the licensee to complete the license application process.
All information contained in the final *Part I: License Application
Business Terms* and *Part II: Development/Marketing Plan* documents will
be included in the license agreement.

**1. Technology Information**

NASA Case: GSC- XX,XXX-X (herein Technology)

Title: Title

Patent Number: US Patent \# or Patent Application Number

Software Involved? yes, no (select one)

**2. Licensee Information**

Potential Licensee: Company Name (herein Company)

Contact Name

Address (including country)

Phone

Fax

E-mail

For company, indicate place of incorporation and/or name/address of any
parent company/organization. For individual, indicate citizenship

Small business under

37 CFR§404.3(c)? yes, no (select one)

Company summary: Describe the nature and type of your business

Number of employees: X full-time employees

Tech transfer history: Describe any products/services you have
successfully transferred in the past (or "none")

Source: How did you become aware of NASA's technology (e.g., *NASA Tech
Briefs* article, trade show presentation, NASA or other Web site, USPTO
search, referral, etc.)?

**2. Proposed Technology Use**

Product: Describe the products/services that will use the Technology.

Market: Describe the markets and applications that will use the above
described products/services.

Market Size: Estimate the expected annual revenue to be generated from
the above described products/services.

**3. Proposed License Terms**

Grant of License: NASA Goddard Space Flight Center (NASA) would grant to
Company, a revocable, royalty-bearing, license to Technology.

Type of License: Exclusive, Non-Exclusive, Exclusive in a Field of Use
(select one)

Fields of Use: Paragraph description of any particular fields of use or
state "all fields of use"

Sublicense Rights: Granted, Not Granted (select one, sublicense rights
are not typically granted with a non-exclusive license)

Reserved Rights: NASA reserves the royalty-free right to practice the
licensed invention throughout the world for all governmental purposes.

License Fees: Company would pay to NASA an upfront license fee of X
dollars (\$X.XX), payable upon signing of license.

Royalty Obligations: Company agrees to pay NASA a running royalty of
X-percent (X%) of net sales of royalty-base products covered by the
Technology (or describe the proposed royalty payment offer).

> In addition to this running royalty, Company agrees to pay a minimum
> guaranteed royalty per year as specified below:

-   Year 1 ---\$X commencing on the anniversary of license execution.

-   Year 2 --- \$X commencing on the anniversary of license execution.

-   Year 3 and beyond --- \$X per year commencing on the anniversary of
    license execution.

> *Sublicensing* (only applies for exclusive license): Company agrees to
> pay NASA X-percent (X%) of any consideration, including, but not
> limited to, sublicense issue fees, received from Sublicensees in
> consideration for any sublicense granted for the Technology.

Milestones: Product development completed X months\
Funding acquired (if start-up) X months\
Product marketing commencement X months\
Product launch X months\
First product sold X months

Patent Prosecution: NASA would continue to prosecute and maintain the
above referenced patents.

Ownership: NASA currently owns the above referenced patents, or patents
pending, and can warrant same.

Company understands that the above is the initial basis for an offer to
license the Technology.

Signature:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> Name

Title

Return to: Office of Technology Transfer\
NASA Goddard Space Flight Center\
Code 504\
Greenbelt, MD 20771\
(301) 286-5810