LICENSE AGREEMENT
This License Agreement ("AGREEMENT"), having an effective date of the last date of execution
("EFFECTIVE DATE"), is entered into by and between _________________ having a place of business at ________________ ("LICENSOR") and business at ("LICENSEE").
, having a place of
RECITALS
WHEREAS, Dr. _________ ("PRINCIPAL INVESTIGATOR") developed the LICENSED
MATERIAL (as hereinafter described) during the course of fundamental research funded by the federal government while employed at LICENSOR; and
WHEREAS, LICENSOR is the owner by assignment from the PRINCIPAL INVESTIGATOR of his entire right, title, and interest in and to any and all inventions, discoveries and materials which are created or developed by him as a result of employment at LICENSOR; and
WHEREAS, LICENSEE desires to enter into an agreement to obtain a non-exclusive license from LICENSOR in order to possess and use the LICENSED MATERIAL; and
WHEREAS, LICENSOR is willing to grant such a license to LICENSEE, under the terms and conditions set forth in this AGREEMENT;
NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:
ARTICLE I - DEFINITIONS
1.1 "LICENSED MATERIAL" shall mean _______________________________ developed by the PRINCIPAL INVESTIGATORS, including any modifications (i.e., a substance that contains the cell line), progeny, and unmodified derivatives.
1.2 "FIELD" shall mean internal, non-clinical research to __________________________.
ARTICLE II - LICENSE GRANT
2.1 LICENSOR hereby grants to LICENSEE and LICENSEE accepts a worldwide, non-exclusive license to possess, make, have made, use and import the LICENSED MATERIAL in the FIELD. Any other use of the LICENSED MATERIAL will require the prior written approval of LICENSOR and may be subject to additional terms and conditions.

2.2 The granting and acceptance of this license is subject to the following conditions:
(a) The non-exclusive license granted herein to LICENSEE specifically excludes the right to extend, assign, or sublicense the license to any third party, and specifically excludes the right to use LICENSED MATERIAL outside the FIELD or to sell LICENSED MATERIAL.
(b) LICENSEE agrees that the LICENSED MATERIAL will not be claimed in a patent application filed by LICENSEE without the prior written approval of LICENSOR. If an invention is made by LICENSEE from the use of LICENSED MATERIAL or which incorporates or includes
LICENSED MATERIAL, LICENSEE agrees to notify LICENSOR in order to determine the rights, if any, which LICENSOR may have in such invention.
(c) LICENSEE agrees not to transfer or provide LICENSED MATERIAL to any third party, except affiliates, for any purpose whatsoever.
(d) The LICENSED MATERIAL was developed with funds provided by the federal government, therefore the terms of the license granted herein are subject to any and all rights of the
United States Government in the LICENSED MATERIAL.
(e) LICENSEE agrees to acknowledge LICENSOR ’s contribution in all written publications concerning its work with the LICENSED MATERIAL. In addition, at least thirty (30) days prior to any submission for publication, LICENSEE will provide LICENSOR with an advance copy of the text for our review. If an oral presentation to a third party is involved, LICENSEE will provide LICENSOR with copies of your slides and any other audiovisual aids at least fourteen
(14) days before such presentation.
ARTICLE III - RETENTION OF RIGHTS
3.1 LICENSOR retains the unrestricted right to use LICENSED MATERIAL, and to transfer
LICENSED MATERIAL to third parties.
3.2 LICENSOR may, at its discretion and expense, file patent applications which claim the
LICENSED MATERIAL.
ARTICLE IV - LICENSE FEE AND DELIVERY OF LICENSED MATERIAL
4.1 Within thirty (30) days of execution of this AGREEMENT, LICENSEE agrees to pay to
LICENSOR a non-refundable license fee of _____________ ($____). LICENSOR shall provide
LICENSED MATERIAL to LICENSEE within thirty (30) days of receipt of such payment in quantities and form which are sufficient to enable LICENSEE to utilize the LICENSED MATERIAL in the
FIELD. Within thirty (30) days of each anniversary of the EFFECTIVE DATE, LICENSEE agrees to pay to LICENSOR a non-refundable annual maintenance fee of ____________ ($_____) for its continued use of the LICENSED MATERIAL for as long as the LICENSED MATERIAL does not become available in the public domain.
4.2 All payments due to LICENSOR under this AGREEMENT shall be forwarded to the following address:
____________________________
____________________________
____________________________

4.3 Late Payment. In the event that any payment due hereunder is not made when due, the payment shall accrue interest beginning on the tenth day following the due date thereof, calculated at the annual rate of the sum of (a) two percent (2%) plus (b) the prime interest rate quoted by The
Wall Street Journal on the date said payment is due, the interest being compounded on the last day of each calendar half year, provided however, that in no event shall said annual interest rate exceed the maximum legal interest rate for corporations. Each such payment when made shall be accompanied by all interest so accrued. Said interest and the payment and acceptance thereof shall not negate or waive the right of LICENSOR to seek any other remedy, legal or equitable, to which it may be entitled because of the delinquency of any payment including, but not limited to termination of this Agreement.
ARTICLE V - TERM AND TERMINATION
5.1 This AGREEMENT shall be in full force and effect from the EFFECTIVE DATE unless terminated pursuant to Section 5.2 and 5.3.
5.2 LICENSEE shall have the right to terminate this AGREEMENT, in its sole discretion, upon thirty (30) days written notice to LICENSOR.
5.3 In the event that either party defaults at any time in the performance of any material covenant or condition contained herein, the other party shall have the right to notify the defaulting party of such default and of the notifying party's intent to terminate this AGREEMENT unless such default is corrected. Unless correction of such default shall have been undertaken within thirty (30) days from the receipt of notice, the notifying party shall be entitled, by notice to the other in writing, to terminate this AGREEMENT if default continues.
5.4 Upon expiration or termination of this AGREEMENT for any reason, LICENSEE shall refrain from any further use of LICENSED MATERIAL and shall return to LICENSOR all LICENSED
MATERIAL in its possession. Upon termination, LICENSEE shall so certify in writing its compliance with this provision.
5.5 Provisions 2.2, 5.4, 7, and 8 shall survive expiration or termination of this AGREEMENT.
ARTICLE VI - NOTICES
6.1 Any notice or report required or permitted under this AGREEMENT shall be in writing and shall be sent by registered or certified mail to the following addresses:
TO: LICENSOR
________________________
________________________
TO: LICENSEE
ARTICLE VII - INDEMNITIES AND WARRANTIES
7.1 LICENSEE agrees to indemnify, hold harmless, and defend LICENSOR and corporate affiliates of LICENSOR and their respective Boards of Governors, officers, staff, representatives and

agents (collectively, the "Indemnities"), against any and all claims, suits (including patent infringement) losses, damages, costs, fees and expenses including attorney fees brought by third parties (collectively "Claims"), resulting from or arising out of the exercise of any license granted herein to LICENSEE, provided that LICENSEE shall not be responsible for any Claim arising out of any Indemnity's negligence, intentional wrong-doing or breach of any term of this AGREEMENT.
7.2 Except as expressly set forth in this AGREEMENT, LICENSOR MAKES NO
REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE LICENSED MATERIAL
WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OF A
THIRD PARTY.
ARTICLE VIII - USE OF NAMES
8.1 Neither LICENSOR nor LICENSEE shall use the name, image or logo of the other party, or the name of an affiliate, a staff member, employee or student of the other party, or any adaptation thereof, in any advertising, promotional or sales literature without the prior written approval of the other party.
ARTICLE IX - MISCELLANEOUS
9.1 The rights and obligations of the parties under this AGREEMENT shall be governed by and construed in accordance with the laws of the State of ______________.
9.2 This AGREEMENT may not be amended except by an instrument in writing signed by both parties.
9.3 The AGREEMENT shall be binding on the parties hereto and upon their respective heirs, administrators, successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement through duly authorized representatives as of the date set forth.
LICENSOR
By:
Title:
Date:
LICENSEE
By:
Title:
Date: