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Patent License
1. Parties: Identification of the licensor and licensee with full legal details
2. Background: Context of the agreement, including patent ownership confirmation and purpose of the license
3. Definitions: Defined terms including Licensed Patents, Licensed Products, Territory, and Technical Information
4. Grant of Rights: Scope of the license including type (exclusive/non-exclusive), field of use, and territorial scope
5. License Fees and Royalties: Financial terms including upfront payments, running royalties, and payment mechanisms
6. Reports and Auditing: Requirements for reporting sales, calculating royalties, and audit rights
7. Intellectual Property Protection: Obligations regarding patent maintenance, infringement actions, and improvements
8. Confidentiality: Protection of confidential information exchanged under the agreement
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Warranties and Liability: Representations about patent validity and limitations of liability
11. General Provisions: Standard clauses including governing law, dispute resolution, and assignment rights
1. Cross-Licensing Terms: Used when licensee grants back rights to their improvements or related patents
2. Quality Control: Included when licensor needs to maintain quality standards for licensed products
3. Regulatory Compliance: Required for heavily regulated industries like pharmaceuticals or medical devices
4. Sub-licensing Rights: Included when licensee is permitted to sub-license the patent rights
5. Manufacturing Requirements: Used when license includes specific manufacturing obligations or restrictions
6. Export Control: Required when technology transfer is subject to export control regulations
7. Competition Law Compliance: Specific provisions ensuring compliance with competition laws for high-value patents
1. Schedule A - Licensed Patents: Detailed list of all patents and patent applications covered by the license
2. Schedule B - Technical Information: Specification of know-how and technical documentation to be provided
3. Schedule C - Royalty Calculations: Detailed methodology for calculating royalties and examples
4. Schedule D - Development Milestones: If applicable, development or commercialization milestones
5. Schedule E - Quality Standards: Technical specifications and quality requirements for licensed products
6. Schedule F - Approved Sub-contractors: List of approved manufacturers or sub-contractors if applicable
7. Schedule G - Territory Restrictions: Detailed breakdown of territorial restrictions or market allocations
Authors
Agreement
Background IP
Commencement Date
Confidential Information
Effective Date
Field of Use
Improvements
Know-How
Licensed Patents
Licensed Products
Licensed Process
Licensed Technology
Net Sales
Patent Rights
Royalty Period
Subsidiary
Technical Information
Territory
Third Party
Valid Claim
Licensed Field
Patent Family
Regulatory Approval
Intellectual Property Rights
Commercial Sale
Development Plan
Gross Revenue
Infringement
License Fee
Patent Term
Quality Standards
Related Patents
Running Royalties
Sub-licensee
Technical Documentation
Term
Trade Secrets
Working Day
Calendar Quarter
Milestone Payment
Patent Applications
Patent Prosecution
Reporting Period
Grant of Rights
License Scope
Territorial Restrictions
Royalty Payments
Payment Terms
Audit Rights
Confidentiality
Intellectual Property Protection
Quality Control
Technical Assistance
Improvements
Sub-licensing
Representations and Warranties
Liability
Indemnification
Term and Duration
Termination
Force Majeure
Assignment
Competition Law Compliance
Dispute Resolution
Governing Law
Patent Maintenance
Infringement Protection
Record Keeping
Reporting Requirements
Technology Transfer
Export Control
Regulatory Compliance
Best Efforts
Notice Requirements
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Patent Marking
Non-Competition
Performance Obligations
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