(d) Harvard may terminate or not make this License exclusive at any time after [number] years from the effective date of this Agreement if the progress reports submitted by licensee do not demonstrate, in HARVARD`s reasonable discretion, that LICENSEE: (f) licensee is unable or unwilling to sublicense, whether as offered by HARVARD or by a potential sublicensee, or otherwise; harvard may then grant a license directly to such potential sublicensee, unless, in Harvard`s reasonable discretion, such license is contrary to sound and reasonable business practices and the granting of such license does not significantly increase the availability of the LICENSED PRODUCTS to the public. It is recommended to use basic information in a contract, because shortly after the conclusion of the agreement and the signing of the agreement, the memories of the negotiators fade and a short series of statements about the context of the agreement can become invaluable in case the contract should be interpreted by a court or arbitrator. (i) the number of LICENSED PRODUCTS sold by LICENSEE, its affiliates and sublicensees in each country; 3.1 Main Grant. LICENSOR hereby grants LICENSEE and its affiliates an [exclusive/non-exclusive] right to manufacture the Product and use the methods set forth in the U.S. Patent Numbers __ to manufacture, manufacture, use, offer to sell, sell and import the Licensed Technology throughout the Territory during the term of this Agreement. This concession binds the LICENSEE, its affiliates, its assigns and its assigns. Licensee shall not have the right to sublicense licensed patents unless LICENSEE obtains the prior written consent of the LICENSOR to terms that must be negotiated by the parties in good faith at that time. 3.2 Rights reserved [under exclusive license]. Licensee hereby grants LICENSEE a non-exclusive, fully paid right and license to use and supplement the licensed patents and licensed technology for the limited purpose of conducting research and development activities.
In addition, LICENSOR and its affiliates reserve a non-exclusive, fully paid right to manufacture the Products and use the methods under the Licensed Patents to manufacture, manufacture, use and import the Licensed Technology, which is limited solely to the clinical use of LICensor. (h) During the exclusive period of this License in the United States, LICENSEE shall ensure that any LICENSED PRODUCT manufactured for sale in the United States is substantially manufactured in the United States. 10.1 HARVARD does not warrant the validity of any PATENT RIGHTS licensed hereunder and makes no representation as to the scope of the PATENT RIGHTS LICENSED or that such PATENT RIGHTS or BIOLOGICAL MATERIALS may be exploited by licensee, affiliate or sublicensee without infringing any other patents. Harvard offers certain materials (usually biological research material) for commercial purposes on a non-exclusive basis. Some materials, such as mice. B, are usually offered on a lump sum basis or with fixed annual payments. others, such as hybridoma cell lines, also include royalty-based payments. Standard contracts for both types of hardware licenses are listed below. Royalties based on measures related to sales of a product should be paid to the licensor, together with a report on how the royalty was calculated. It should be decided how often and when these reports (and fees) are due. In addition, the licensor`s right to examine the books that generate these reports should be part of the licence.
12.1 This Agreement constitutes the entire agreement and understanding with respect to the subject matter of this Agreement. All previous written or oral negotiations, discussions and agreements will be included. Issues that deal with the natural flow of the license should also be taken into account. For example, what happens to the know-how (if available) after all patents expire? What are the confidentiality obligations after expiration? 1. Lump sum or licence paid;2. Royalties on net sales;3. Charges on a sliding scale;4. Royalties per unit sold;5. Different royalties for patents/trade secrets, etc.
6. Minimum provision for royalties;7. Milestone payments;8. Non-monetary compensation; and9. Cross-licensing. 5.1 Prior to entering into this Agreement, LICENSEE has provided HARVARD with a written research and development plan under which LICENSEE intends to commercially exploit the subject matter of the licenses granted hereunder after the conclusion of this Agreement. Such a plan includes proposed sales forecasts and marketing efforts. In the context of exclusive licensees, another issue to be considered by the licensor is whether or not it wishes to exercise the intellectual property rights for which it intends to grant an exclusive licence, since the reservation to the licensor of the right to exercise the intellectual property rights in question cannot render the licence exclusive. Discussing this decision with a lawyer can help you determine the appropriate course of action for your business. The LICENSOR receives a license for all improvements from the LICENSEE.
8.3 If LICENSEE decides to bring an action as described above, LICENSEE may deduct from its royalties to HARVARD in respect of patentable patents an amount not exceeding fifty percent (50%) of licensee`s expenses and costs of such action, including reasonable attorneys` fees; provided, however, that such reduction may not exceed fifty per cent (50%) of the total royalty to which HARVARD is entitled for the patent(s) patent(s) for each calendar year […].