LICENSE AGREEMENT TEMPLATE - Home - Stem Cell Network许可协议模板-家居-干细胞网络.pdf
《LICENSE AGREEMENT TEMPLATE - Home - Stem Cell Network许可协议模板-家居-干细胞网络.pdf》由会员分享,可在线阅读,更多相关《LICENSE AGREEMENT TEMPLATE - Home - Stem Cell Network许可协议模板-家居-干细胞网络.pdf(31页珍藏版)》请在三一文库上搜索。
1、- 1 - License Agreement LICENSE AGREEMENT TEMPLATE This License Agreement is made as of the License Effective Date, BETWEEN: Name of Institution, having its administrative offices at _ (“Institution”) AND: AGGREGATE THERAPEUTICS, INC., a corporation incorporated under the laws of Canada and having i
2、ts administrative offices at 451 Smyth Road, Room 3105, Ottawa, Ontario K1H 8M5 (the “Company” or “Licensee”) BACKGROUND: A. Institution has invented, developed and/or acquired the Licensed Technology; B. Company wishes to obtain a licence to use the Licensed Technology to make, market and sell prod
3、ucts and services; and C. Institution wishes to grant Company such licence, on the terms and conditions set out in this License Agreement. NOW THEREFORE, in consideration of the foregoing premises, the mutual covenants and obligations contained in this License Agreement, and other good and valuable
4、consideration, Institution and Licensee agree as follows: 1.0 DEFINITIONS 1.1 In this License Agreement: (a) “Annual Report” means a report in the form referred to in section 12.2(b); (b) “Affiliate” means any individual, corporation, partnership, trust, entity or other person that directly, or indi
5、rectly through one or more intermediates, controls, is controlled by, or is under common control with a party hereto. The term “control” means the possession, directly or indirectly, of at least 50% of the share capital or voting rights or of the power to direct or cause the direction of the managem
6、ent and policies of an entity, whether through the ownership of voting securities, by contract or otherwise; (c) “Materials” means the materials (which may include biological materials), if any, described in Schedule “F” attached to this License Agreement; - 2 - License Agreement (d) “Materials Tran
7、sfer Agreement Template” means an agreement substantially the same as the then current standard form agreement entitled “Materials Transfer Agreement Template” included in the IP Toolkit; (e) “Combination Product” has the meaning ascribed to it in section 5.3; (f) “Commercial Sale” means the sale or
8、 other transfer of a Licensed Product for consideration, provided however that the transfer of such Licensed Product to a third party on an at-cost basis for use solely in research, development, testing, trials for regulatory approval or as marketing samples to promote such Licensed Product will not
9、 constitute a Commercial Sale; (g) “Confidential Information” means the terms and conditions of this License Agreement, except as permitted under section 10.5, and any and all discoveries, inventions, processes, methods, techniques, know-how, trade secrets, and intellectual property and proprietary
10、rights relating to the Licensed Technology, expressed in whatever form and may include technical information, procedures, formulae, protocols, software, specifications, flowcharts, instructions, research, financial or marketing data, business plans, patent applications, and other documents and mater
11、ials, and all modifications, variations, updates, enhancements and improvements thereof, that are disclosed by one party to the other party during the Term of this License Agreement. Confidential Information may include unique combinations of separate items, which individually may or may not be conf
12、idential. To constitute Confidential Information of a party, the party must designate or otherwise indicate that the Confidential Information is confidential at the time of disclosure, and if such disclosure was made in writing or in other tangible form, it was marked “confidential”, and if made ora
13、lly, it was or will be reduced to writing or in other tangible form and marked “confidential” within 30 days of the oral disclosure. However, “Confidential Information” does not include: (i) information that is in the public domain at the time it is received by the receiving party; (ii) information
14、that after receipt thereof by the receiving party enters the public domain other than through a breach of this License Agreement by the receiving party; (iii) information that the receiving party can show was, prior to receipt thereof from the disclosing party, lawfully in the possession of the rece
15、iving party and not then subject to any obligation on the part of the receiving party to maintain the confidentiality thereof; (iv) information that the receiving party can show was independently developed by employees, agents or consultants of the receiving party without any knowledge or use of the
16、 information disclosed by the disclosing party under this License Agreement; or (v) information that is approved in writing by the disclosing party for disclosure, provided that the disclosure by the receiving party was made in accordance with the terms of such approval; - 3 - License Agreement (h)
17、“Dispute” has the meaning ascribed to it in section 18.2; (i) “Field of Use” means all fields unless expressly set out in Schedule “A” attached to this License Agreement; (j) “IP Toolkit” means the set of standard form agreements developed by Company and intended to be used by the Parties in connect
18、ion with transactions related to the unencumbered intellectual property disclosed to Company under the Disclosure and Standstill Agreement dated between Company, Institution and a principal investigator. (k) “Initial License Fee” is defined in section 3.5; (l) “Institution Trade-marks” means any mar
19、k, trade-mark, service mark, logo, insignia, seal, design, symbol or device used by Institution; (m) “Inventory Sale Period” is the period described in section 17.6 following expiry or earlier termination of the Term in which Licensee and its Sublicensees are permitted to sell any Licensed Products
20、remaining in their respective inventory or stock; (n) “Licensed Patents” means the patents and patent applications listed in Schedule “A” attached to this License Agreement which are owned by Institution, including any renewal, division, continuation, continued prosecution application or continuatio
21、n-in-part of any of such patents and applications, any and all patents or certificates of invention issuing thereon, and any and all reissues, re- examinations, extensions, divisions, renewals, substitutions, confirmations, registrations, revalidations, revisions, supplementary protection certificat
22、es and additions of or to any of the foregoing, and any foreign counterparts of any of the foregoing; (o) “Licensed Product” means any product, device, component, method or procedure in the Field of Use, the manufacture, use, distribution, delivery or sale of which would infringe a Valid Claim or tr
23、ade secrets of Institution in the country of such manufacture, use, distribution, delivery or sale, but for the license granted in section 3.1; (p) “Licensed Technology” means; (i) any and all discoveries, inventions, processes, methods, techniques, know-how, and intellectual property and proprietar
24、y rights, expressed in whatever form including technical information, processes, procedures, cell lines, methods, formulae, protocols, software, specifications, instructions, data, documents and materials described in Schedule “A” attached to this License Agreement that are owned by Institution duri
- 配套讲稿:
如PPT文件的首页显示word图标,表示该PPT已包含配套word讲稿。双击word图标可打开word文档。
- 特殊限制:
部分文档作品中含有的国旗、国徽等图片,仅作为作品整体效果示例展示,禁止商用。设计者仅对作品中独创性部分享有著作权。
- 关 键 词:
- LICENSE AGREEMENT TEMPLATE Home Stem Cell Network许可协议模板-家居-干细胞网络 Network 许可 协议 模板 家居 干细胞 网络
链接地址:https://www.31doc.com/p-5116844.html