Well prepared: having agreed clear and achievable objectives for the negotiation

Well informed: knowing all one can about the other party's situation and circumstances.

The initial search for a licensee or licensor should have revealed a great deal about the other party's situation but it is extremely important in entering a negotiation to find out, inter alia :

• the likely negotiating position and tactics of the other side
• whether the negotiation is linked directly or indirectly to other negotiations.
• whether the other side's negotiators are empowered to conclude an agreement
  (do they have to go though internal negotiations before they can sign an agreement?)

Before beginning negotiations the negotiator may want to use a checklist (eg L59) of key issues to be discussed. Alternatively a more detailed draft agreement might be used to begin discussions.

Any such informal 'heads of agreement' should not be substituted for a formal agreement.
If agreement is reached early, anything signed by negotiators to record what is agreed should be 'subject to contract' enabling lawyers to draft a formal agreement.

A key aspect of any negotiation is that it should result in a win-win agreement.
This is especially important if the parties are to do business again and if that is the intention an outcome that either party subsequently regrets will be in many senses a failure.