ATTRACTING SKEPTICAL BUYERS: NEGOTIATING FOR INTELLECTUAL PROPERTY RIGHTS*
解释为何卖家在知识产权谈判中常放弃保密权:放弃保密权虽牺牲保护,但能吸引更多买家参与,因为买家因信息不对称、竞争和诉讼成本而持怀疑态度。
Expropriable disclosures of knowledge to prospective buyers may be necessary to facilitate the sale of intellectual property (IP). In principle, confidentiality agreements can protect disclosures by granting the seller rights to sue for unauthorized use. In practice, sellers often waive confidentiality rights. We provide an incomplete information explanation for the waiver of confidentiality rights that are valuable in complete information settings. Waiving sacrifices the protective value of confidentiality to gain greater buyer participation. Buyer skepticism, which reduces participation, arises endogenously from three elements: asymmetric information regarding seller IP, rent dissipation from competition for IP, and ex post costs from expropriation lawsuits.