Exclusive patent license agreement sample

Accessing Harvard innovations should be as straightforward as possible. Our license agreements are designed to be fair and reasonable, and experienced OTD staff will work with you to help you achieve your business goals. To give you a sense of how these licenses take shape, we are pleased to provide here a number of illustrative sample agreements. If you have any questions about these samples, please contact us.

A license to Harvard-owned patent rights will be subject to terms and conditions similar to those set forth in the form agreements in the links below. Some terms may be modified to address unique aspects of each situation. Financial terms, in particular, will be determined based on the technology being licensed, the business model of the licensee, and market standards in the industry in which the licensee is operating.

A note on global access —Development of technologies borne from Harvard patent rights may lead to licensed products that could result in significant public health benefits in developing countries. Licensee shall use its best efforts to bring Licensed Patent Rights to market through a thorough, vigorous and diligent program and to continue active, diligent marketing efforts throughout the life of this agreement.

Quarterly reports describing progress toward meeting the objectives of the business plan shall be provided. Licensee failure to perform in accordance with either paragraph 1, 2 or 3. Termination by Licensee. Option of Licensee: Licensee may terminate the license granted by this agreement, provided Licensee shall not be in default hereunder, by giving Licensor ninety 90 days notice to its intention to do so.

If such notice shall be given, then upon the expiration of such ninety 90 days the termination shall become effective; but such termination shall not operate to relieve Licensee from its obligation to pay royalties or to satisfy any other obligations, accrued hereunder prior to the date of such termination. Termination by Licensor. Option of Licensor: Licensor may, at its option, terminate this agreement by written notice to Licensee in case of:.

Default in the payment of any royalties required to be paid by Licensee to Licensor hereunder. Default in the making of any reports required hereunder and such default shall continue for a period of thirty 30 days after Licensor shall have given to Licensee a written notice of such default. Default in the performance of any other material obligation contained in this agreement on the part of Licensee to be performed and such default shall continue for a period of thirty 30 days after Licensor shall have given to Licensee written notice of such default.

Adjudication that Licensee is bankrupt or insolvent. The filling by Licensee of a petition of bankruptcy, or a petition or answer seeking reorganization, readjustment or rearrangement of its business or affairs under any law or governmental regulation relating to bankruptcy or insolvency.

The appointment of a receiver of the business or for all or substantially all of the property of Licensee ; or the making by Licensee of assignment or an attempted assignment for the benefit of its creditors; or the institution by Licensee of any proceedings for the liquidation or winding up of its business or affairs. Effect of delay, etc. Option of Licensee to convert to non-exclusive license. Return of Licensed Patent Rights.

Upon termination of this agreement, all of the Licensed Patent Rights shall be returned to Licensor. If multiple technologies are covered by the license granted hereunder, the Progress Report shall provide the information set forth above for each technology.

If progress differs from that anticipated in the plan required under Paragraph 5. Conversion of foreign currency to U. No transfer, exchange, collection or other charges shall be deducted from such payments. Such records shall be retained for at least three 3 years following the end of the reporting period to which they relate. They shall be available during normal business hours for examination by an accountant selected by HARVARD, for the sole purpose of verifying reports and payments hereunder.

Each party shall provide to the other prompt notice as to all matters which come to its attention and which may affect the preparation, filing, prosecution or maintenance of any such patent applications or patents. The foregoing exclusions and limitations shall apply to all claims and actions of any kind, whether based on contract, tort including but not limited to negligence , or any other grounds. Such commercial general liability insurance shall provide i product liability coverage and ii broad form contractual liability coverage for LICENSEE's indemnification under this Agreement.

Sample 2. Sample 3. Subject to the other applicable terms and conditions of this Agreement , ICN hereby grants to Schering, as of the Effective Date , a the exclusive licenses , exclusive even with respect to ICN, to make, have made, develop , use, sell and distribute Product for the treatment of chronic hepatitis C , in each country in the Territory during the Exclusive Period 1 under the Know -How and 2 at Schering's option , under either the ICN Trademark or the Schering Trademark , and b the non -exclusive license in and to the Know-How to enable Schering to make, have made, develop, use, sell and distribute the Product for the treatment of chronic hepatitis C in the Territory during the License Period.